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

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 The Hartford Financial Services Group, Inc.
 
 
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NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS
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Date and Time
Wednesday, May 16, 2018
12:30 p.m. EDT
Location
One Hartford Plaza
Hartford, CT 06155
On behalf of the Board of Directors, I am pleased to invite you to attend the Annual Meeting of Shareholders of The Hartford Financial Services Group, Inc. to be held in the Wallace Stevens Theater at our Home Office at 12:30 p.m. EDT.
Voting Items
Shareholders will vote on the following items of business:
1.Elect a Board of Directors for the coming year;
2.Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;
3.Consider and approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement; and
4.Act upon any other business that may properly come before the Annual Meeting or any adjournment thereof.
Record Date
You may vote if you were a shareholder of record at the close of business on March 19, 2018. The Hartford’s proxy materials are available via the internet, which allows us to reduce printing and delivery costs and lessen adverse environmental impacts.
We hope that you will participate in the Annual Meeting, either by attending and voting in person or by voting through other means. For instructions on voting, please refer to page 66 under “How do I vote my shares?”
We urge you to review the proxy statement carefully and exercise your right to vote.
Dated: April 5, 2018
By order of the Board of Directors,
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Donald C. Hunt
Vice President and Corporate Secretary
VOTING  
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By internet
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 Date Filed:
By toll-free telephone
1-800-690-6903
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | 2015

 
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NOTICE OF 2015 ANNUAL MEETING OF SHAREHOLDERS

Wednesday, May 20, 2015

12:30 p.m. EDT

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

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

Shareholders will vote on the following items of business:

1.To elect a Board of Directors for the coming year;

2.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015;

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

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

You may vote if you were a shareholder of record at the close of business on March 23, 2015. The Hartford's proxy materials are available via the Internet, which allows us to reduce printing and delivery costs and lessen adverse environmental impacts.

We hope that you will participate in the Annual Meeting, either by attending and voting in person or by voting through other means. For instructions on voting, please refer to page77 under "How do I vote my shares?"

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

Dated: April 8, 2015

By order of the Board of Directors,

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Donald C. Hunt

Vice President and Corporate Secretary

 
In person
At the Annual Meeting
IMPORTANT INFORMATION IF YOU PLAN TOATTEND THE MEETING IN PERSON:
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Don't forgetPlease remember to bring your ticket and government issued ID! Shareholders can obtain an admission ticket and directions to the meeting by contacting our Investor Relations Department at:Department:
Email: InvestorRelations@TheHartford.com
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InvestorRelations@TheHartford.com
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Telephone:(860) 547-2537
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Mail:The Hartford
Attn: Investor Relations
One Hartford Plaza (HO-01-01)
(TA1-1)
Hartford, CT 06155

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

date of March 19, 2018.

You can also join our meeting webcast athttp://ir.thehartford.comir.thehartford.com.. Please leave all cameras, recording devices and other electronic devices at home.

 

  



 2018 Proxy Statement1

LETTER FROM OUR CHAIRMAN & CEO
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"2014

Dear Fellow Shareholders:
2017 was an outstanding year for The Hartford. ThanksHartford, as we delivered strong results and expanded our leading positions in property and casualty insurance, group benefits and mutual funds. The acquisition of Aetna’s U.S. group life and disability business topped the year’s list of significant accomplishments. This deal made The Hartford both the second largest group life and disability carrier, and the second largest workers’ compensation carrier in the U.S. Our data, analytics and expertise are now unmatched in the industry. Meanwhile, despite a competitive market and historically high catastrophe losses, Commercial Lines margins were strong, personal auto profitability greatly improved, and Group Benefits and Mutual Funds results were excellent. Our financial flexibility will improve following the close of the Talcott Resolution sale and we continue to invest in broader offerings and becoming a more efficient, customer-focused company.
Turning to 2018, an improving economy should support opportunities for profitable growth. Stronger employment trends and U.S. GDP growth are a positive for each of our businesses and the insurance industry overall. Higher interest rates should also benefit our investment results, providing an opportunity to invest at more attractive returns. The passage of tax reform and the rollback of regulations are clear pro-growth messages, as U.S. corporations respond to the commitment and hard work of more than 17,000 employees, we acceleratedbiggest tax cut in the transformationlast 30 years. We intend to use a portion of the companyadditional cash flow expected from tax reform to fast track our existing technology initiatives.
Consistent with our strategy, everything we do centers around the customer. We see new opportunities to create meaningful differentiation in customer value, risk selection, operating efficiencies and delivered strong financial results."

Christopher J. Swift

pricing. Our data and technology investments help us better serve our customers when they need us most. We use geocoding to plot policyholder locations in relation to impending natural disasters, analyze flood and elevation data, and model probable claims to pre-position staff on the ground to respond. In workers’ compensation, our claims department uses data, analytics and education to identify addiction risks and recommend alternative pain management treatments. Initiatives like these deliver value for customers and shareholders while contributing to the well-being of our society.
We know that as an employer, neighbor and steward of the environment, doing business extends beyond our product and service quality. That’s why we are proud to be recognized by the Ethisphere Institute, Bloomberg Financial Services Gender Equality Index, Dow Jones Sustainability Index, and the Human Rights Campaign Corporate Equality Index, among others. We are also grateful to our employees who give their time, talent and generosity as community volunteers to help us achieve our five-year goal of making a positive impact in the lives of 7 million people by the end of 2020.
I am pleased with our business’ performance, how we served customers during a historic natural catastrophe year, the strength of our balance sheet and investment results, and our employees’ talent and character. We are well positioned to advance our strategy, and create long-term value for our shareholders, customers, employees and distribution partners.
 
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Dear Fellow Shareholders:

2014 was an outstanding year for The Hartford. Thanks to the commitment and hard work of more than 17,000 employees, we accelerated the transformation of the company and delivered strong financial results. The Hartford's core earnings* grew 9%, or 16% on a diluted per share basis. Net income was $798 million, or $1.73 per diluted share, and our core earnings return on equity* increased a full percentage point.

We continued to focus on increasing shareholder value in 2014. Our accomplishments included expanding core earnings and increasing return on equity in our Property & Casualty, Group Benefits and Mutual Funds businesses; selling the Japan annuity business and thereby substantially reducing the risk in our legacy life and annuity runoff business, known as Talcott Resolution; returning more than $2 billion of capital to shareholders through share repurchases and dividends; and, executing a seamless leadership transition.

No discussion of 2014 would be complete without an expression of our deepest gratitude to Liam McGee and his family. Liam stepped down as Chairman, President and Chief Executive Officer and The Hartford was deeply saddened by his loss in February 2015. Liam was a great leader and made an indelible impression on The Hartford. He restored the company's financial strength and set us on a path to achieve our vision: to be an exceptional company, celebrated for financial performance, character and customer value.

In my previous role as The Hartford's Chief Financial Officer, I worked in partnership with Liam and in my new role as Chairman and Chief Executive Officer, I will continue to execute the strategy we developed for creating shareholder value: 1) profitably grow the company's focused portfolio of businesses, 2) further reduce the size and risk of the legacy annuity liabilities, and 3) deliver more customer value while increasing operating effectiveness and efficiency.

In 2014, we made significant progress in each of these three areas and our strategic and financial transformation is essentially complete. We have placed greater focus on our portfolio of businesses and continue to make important investments for future growth, including investments in products, capabilities, technology and talent.

I am confident that the company is well positioned to create value for our shareholders on a consistent and sustained basis.

Sincerely,

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Christopher J. Swift

Chairman and Chief Executive Officer

* Denotes non-GAAP financial measure. See The Hartford's Investor Supplement for the fourth quarter of 2014 available athttp://ir.thehartford.com for more information, including reconciliations to the most directly comparable GAAP financial measures.


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"As fiduciaries of The Hartford, it isConsistent with our strategy, everything we do centers around the responsibility of the Boardcustomer. We see new opportunities to ensure its good governancecreate meaningful differentiation in customer value, risk selection, operating efficiencies and to oversee its strategic and operational initiatives in a manner that helps create and protect long-term shareholder value.pricing."

Thomas A. Renyi

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Dear Fellow Shareholders:

As fiduciaries of The Hartford, it is the responsibility of the Board to ensure its good governance and to oversee its strategic and operational initiatives in a manner that helps create and protect long-term shareholder value. To that end, the Board focused on a number of key initiatives in 2014, including:

Talent Development and Succession Planning

Talent development and succession planning have been and will continue to be vital components of this Board's governance responsibilities. Accordingly, we routinely discuss key talent indicators with management, meet with potential future leaders of the company, and engage in rigorous succession planning. In 2014, upon Liam McGee's decision to step down as CEO, we realized the return on our investment in talent development and succession planning. It is gratifying that we were in a position to elevate our CFO, Chris Swift, to the role of CEO and appoint from within the company a seasoned leadership team of the caliber we have leading the execution of our strategy.

Strategy and Risk Management

In 2014, the Board remained highly engaged in the company's strategic approach to creating shareholder value. In addition to overseeing the sale of the company's Japan annuity business, a key strategic milestone that significantly reduces the company's risk profile, the Board devoted significant time and discussion throughout the year to intensive review of the company's plans and investments for driving future profitable growth and of its uses of excess capital. The Board also devoted substantial time to risk management. The business and financial operations of The Hartford remain complex, notwithstanding the narrowing of its business model. Risk-taking is an essential part of an insurance business, and the Board worked closely with Chris and his executive leadership team to enable informed judgments on risk within appropriate limitations and oversight.

Executive Compensation

The Board remains committed to establishing transparent executive compensation programs that effectively align the interests of our executive leadership team with the company's shareholders. Accordingly, our programs are designed to be linked to company strategy and provide incentives that correlate with company performance. We regularly review best practices and solicit feedback from our shareholders, which resulted in several changes to the design of our compensation program in 2014.

The members of The Hartford's Board bring a diverse set of skills and perspectives to the oversight of this great company. I am proud to work side-by-side with my fellow directors as the Board's independent presiding director, to serve our shareholders.

Sincerely,

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Thomas A. Renyi

Presiding Director

The Hartford Financial Services Group, Inc.
2015 Proxy Statement


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Contents

   
 
PROXY SUMMARY5
  
Sincerely,
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Christopher J. Swift
Chairman and Chief Executive Officer



2www.thehartford.com

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

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 "In the end, the Board understands that long-term sustainability requires the delivery of value to shareholders, employees, customers, and society at large."
Sincerely,
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Trevor Fetter
Lead Director

2018 Proxy Statement3

TABLE OF CONTENTS
PROXY SUMMARY
5
BOARD AND GOVERNANCE MATTERS
1110
Letter from the Chairman of our Nominating and Corporate Governance Committee12
Governance Practices and Framework13
Director Independence13
Independent Board Leadership13
Board Tenure and Refreshment14
Talent Development and Succession Planning14
Committees of the Board14
Board Risk Oversight17
Business Ethics and Conduct18
Certain Relationships and Related Transactions18
Communicating with the Board18
Board and Shareholder Meeting Attendance19
Selection of Nominees for Election to the Board19
Director Compensation21
Director Nominees24
ITEM 11: ELECTION OF DIRECTORS
3110
GOVERNANCE PRACTICES AND FRAMEWORK
10
Audit MattersCOMMITTEES OF THE BOARD
3213
Report of the Audit CommitteeTHE BOARD’S ROLE AND RESPONSIBILITIES
3315
Fees of the Independent Registered Public Accounting FirmSELECTION OF NOMINEES FOR ELECTION TO THE BOARD
3318
Audit Committee Pre-Approval Policies and ProceduresDIRECTOR COMPENSATION
3421
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
24
COMMUNICATING WITH THE BOARD
24
DIRECTOR NOMINEES
25
AUDIT MATTERS
32
ITEM 22: RATIFICATION OF INDEPENDENT REGISTERED ACCOUNTING FIRM
32
FEES OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
3532
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
33
REPORT OF THE AUDIT COMMITTEE
33
COMPENSATION MATTERS
3634
Compensation Discussion and Analysis37
Executive Summary37
Shareholder Engagement and Say on Pay Results39
Overview of Compensation Program40
Components of Compensation Program41
Process for Determining Senior Executive Compensation (Including NEOs)45
Pay for Performance47
2014 Named Executive Officer Compensation and Performance50
Compensation Policies and Practices52
Effect of Tax and Accounting Considerations on Compensation Design54
Report of the Compensation and Management Development Committee54
Compensation and Management Development Committee Interlocks and Insider Participation54
Executive Compensation55
Summary Compensation Table55
Summary Compensation Table—All Other Compensation56
Grants of Plan Based Awards Table58
Outstanding Equity Awards at Fiscal Year-End Table59
Option Exercises and Stock Vested Table61
Pension Benefits Table62
Non-Qualified Deferred Compensation Table63
Potential Payments Upon Termination or Change of Control64
Payments upon Termination or Change of Control66
ITEM 33: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATIONADVISORY APPROVAL OF 2014 COMPENSATION OF NAMED EXECUTIVE OFFICERS
7134
COMPENSATION DISCUSSION AND ANALYSIS
35
EXECUTIVE SUMMARY
35
COMPONENTS OF COMPENSATION PROGRAM
39
PROCESS FOR DETERMINING SENIOR EXECUTIVE COMPENSATION (INCLUDING NEOs)
42
PAY FOR PERFORMANCE
44
COMPENSATION POLICIES AND PRACTICES
47
EFFECT OF TAX AND ACCOUNTING CONSIDERATIONS ON COMPENSATION DESIGN
48
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
49
REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
49
EXECUTIVE COMPENSATION TABLES
50
CEO PAY RATIO
62
INFORMATION ON STOCK OWNERSHIP
7263
Directors and Executive OfficersDIRECTORS AND EXECUTIVE OFFICERS
7363
Certain ShareholdersCERTAIN SHAREHOLDERS
7464
SectionSECTION 16(a) Beneficial Ownership Reporting ComplianceBENEFICIAL OWNERSHIP REPORTING COMPLIANCE
7464
INFORMATION ABOUT THE HARTFORD'SHARTFORD’S ANNUAL MEETING OF SHAREHOLDERS
7565
Householding of Proxy MaterialHOUSEHOLDING OF PROXY MATERIALS
7665
Frequently Asked QuestionsFREQUENTLY ASKED QUESTIONS
7665
Other InformationOTHER INFORMATION
8069
APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
70


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Appendix ADEFINITION OF "COMPENSATION CORE EARNINGS" AND "COMPENSATION CORE ROE"81PROXY SUMMARY
Appendix BSUPPLEMENTAL PEER GROUPS82


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PROXY SUMMARY

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Proxy Summary

Proxy Summary

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

Annual Meeting of Shareholders

BOARD AND GOVERNANCE HIGHLIGHTS
ITEM 1 

•Time and Date:

ELECTION OF DIRECTORS		Wednesday, May 20, 2015 at 12:30 p.m.
þ The Board recommends a vote FOR each directornominee

•Place:

Wallace Stevens Theater
The Hartford Financial Services Group, Inc.
One Hartford Plaza
Hartford, CT 06155

•Record Date:

March 23, 2015

•Voting:

Shareholders as of the record date are entitled to vote by Internet atwww.proxyvote.com; telephone at 1-800-690-6903; completing and returning their proxy card or voter instruction card; or in person at the annual meeting (street holders must obtain a legal proxy from their broker, banker or trustee granting the right to vote).

Voting Matters

Agenda ItemBoard Vote
Recommendation		Page Reference
(for more detail)
1. Election of Directors
Each director nominee has an established record of accomplishment in areas relevant to overseeing our businesses and possesses qualifications and characteristics that are essential to a well-functioning and deliberative governing body.

Director Nominee
Age(1)
Director sincePresent or Most Recent ExperienceIndependent
Current
Committees(2)
Other Current
Public Company Boards
Yes No
Robert B. Allardice III712008Former regional CEO, Deutsche Bank Americas✓  
• Audit
• FIRMCo*
• Ellington Residential Mortgage REIT
• GasLog Partners
Carlos Dominguez592018President and COO, Sprinklr✓  
• FIRMCo
• NCG
• Medidata Solutions
Trevor Fetter(3)
582007Former Chairman, President and CEO, Tenet Healthcare✓  
• Comp
• FIRMCo
 
Stephen P. McGill602017
Retired Group President, Aon Plc, Retired Chairman and CEO, Aon Risk Solutions and Aon Benfield

✓  
• Comp
• FIRMCo
 
Kathryn A. Mikells522010CFO, Diageo plc✓  
• Audit
• FIRMCo
• Diageo plc
Michael G. Morris712004Former Chairman, President and CEO, American Electric Power Company✓  
• Audit
• FIRMCo
• NCG
• Alcoa
• L Brands
• Spectra Energy Partners
Thomas A. Renyi722010Former Executive Chairman, Bank of New York Mellon; former Chairman and CEO, Bank of New York Company✓  
• Comp
• FIRMCo
• Public Service Enterprise Group
• Royal Bank of Canada
Julie G. Richardson542014Former Partner, Providence Equity Partners✓  
• Audit*
• FIRMCo
• UBS
• VEREIT
• Yext

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

✓  
• Audit
• FIRMCo
 
FOR each Director
Nominee		31
2. Ratification*Denotes committee chair
(1)As of April 5, 2018
(2)Full committee names are as follows: Audit – Audit Committee; Comp – Compensation and Management Development Committee; FIRMCo – Finance, Investment and Risk Management Committee; NCG – Nominating and Corporate Governance Committee
(3)Mr. Fetter serves as the Lead Director. For more details on the Lead Director’s role, see page 11
Board Tenure and Diversity
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2018 Proxy Statement5
PROXY SUMMARY

SHAREHOLDER ENGAGEMENT
In the fall of 2017, management contacted shareholders representing approximately 55% of shares outstanding and had discussions with shareholders representing approximately 35% of shares outstanding. As a result of shareholder feedback received and an analysis of governance trends and best practices, the Board took several important actions in 2017 to enhance the company's corporate governance practices.
What we heard from shareholdersBoard actions taken
It is essential that boards have a strong lead independent director with clearly defined authorities and responsibilities
Amended The Hartford's Corporate Governance Guidelines to reflect the expanded responsibilities the Lead Director has assumed over the years (page 11)
Boards, as part of their oversight of strategy, must ensure that management consider and communicate how environmental and social issues affect long-term strategy
Formed a Sustainability Governance Committee comprised of senior leaders to set and help drive execution of the company's sustainability strategy, with periodic reports up to the full Board (page 17)
It is important to bring fresh perspectives, new skills, and diversity to the boardroom, and boards should have discretion to decide how to promote refreshmentAdopted a policy that an independent director generally may not stand for reelection after serving as a director for 15 years in order to promote regular refreshment (page 18)
GOVERNANCE BEST PRACTICES
The Board and management regularly review best practices in corporate governance and modify our governance policies and practices as warranted. Our current best practices are highlighted below.
Independent Registered Public Accounting FirmOversight✓Majority independent directors
✓Independent key committees (Audit, Compensation, Nominating)
✓Strong and engaged independent Lead Director
Engaged Board /Shareholder Rights✓Directors elected annually 
✓Majority vote standard (with plurality carve-out for contested elections)
✓Proxy access right
✓Director resignation policy
✓Over-boarding policy limits total public company boards, including The Hartford, to 5 for non-CEOs and 2 for sitting CEOs
✓Rigorous Board and committee self-evaluation conducted annually
✓Meaningful Board education and training on recent and emerging governance and industry trends
✓Annual shareholder engagement on governance, compensation and sustainability issues
Good Governance✓Board diversity of experience, tenure, age and gender
✓Annual review of CEO succession plan by the independent directors with the CEO
✓Annual Board review of senior management long-term and emergency succession plans
✓Stock-ownership guidelines of 6x salary for CEO and 4x salary for other named executive officers
✓Annual Nominating Committee review of The Hartford's political and lobbying policies and expenditures
Commitment to Sustainability
✓Board oversight of sustainability matters; Nominating Committee oversight of sustainability governance framework
✓Sustainability Governance Committee comprised of senior management charged with overseeing a comprehensive sustainability strategy and ensuring that the full Board is briefed at least annually





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PROXY SUMMARY

AUDIT HIGHLIGHTS
ITEM 2
RATIFICATION OF
INDEPENDENT REGISTERED
ACCOUNTING FIRM
þ The Board recommends a vote FOR this item
As a matter of good corporate governance, the Board is asking shareholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2015.2018.
COMPENSATION HIGHLIGHTS
FOR35
3. Advisory Vote to Approve Executive Compensation
ITEM 3
ADVISORY VOTE TO
APPROVE EXECUTIVE
COMPENSATION
þ The Board recommends a vote FOR this item
The Board is asking shareholders to approve, on an advisory basis, the compensation of our named executive officers ("NEOs") as disclosed in this proxy statement. Our executive compensation program is designed to promote long-term shareholder value creation and support our strategy by (1) encouraging profitable growth consistent with prudent risk management, (2) attracting and retaining key talent, and (3) appropriately aligning pay with short- and long-term performance.FOR71

2017 FINANCIAL RESULTS

In 2017, in the face of a competitive market and historically high industry catastrophe losses, The Hartford Financial Services Group,delivered very strong business results. In addition, we achieved several major accomplishments including an agreement to sell Talcott Resolution, our life and annuity run-off business; the acquisition of Aetna Inc.
2015 Proxy Statement


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Proxy Summary

Performance Summary

Executing on our Strategy

We achieved outstanding performance in 2014. We continued to transform our business to improve profitability's U.S. group life and reduce risk, we used our financial strength to return capital to our shareholders,disability business; and we underwent a seamless leadership transition. Highlighted below are somethe transfer of 29% of our key accomplishments in 2014. We view the transformation we began in 2012 as essentially complete, and we are focused on the future. Our primary objectives areoutstanding pension liabilities to improve return on equity and grow book value per share to drive top quartile shareholder returns. While there is still work to be done, the Board and management are pleased with the progress we made in 2014.

Key Accomplishments in 2014

Prudential Financial, Inc.

     
Announced Agreement to Sell Talcott Resolution 
Improved ProfitabilityAcquired Aetna's U.S. Group Life and Disability Business Reduced RiskPension Liabilities by $1.6 Billion
•  Sale will complete our exit of individual life and annuity run-off business

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

• Provides $2.7 billion of value to shareholders

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

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

•  Increases operating scale and enhances analytical and claims capabilities

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

•  Enhances The Hartford's distribution footprint

 Transitioned Leadership

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

by 9%

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

•Achieved significant margin improvement  Ensured uninterrupted service and processing

•  Resulted in P&C and Group Benefits*

•Sold Japan annuities business

•Reduced variable annuity policy count by 13%

•Reduced fixed annuity policy count by 18%

•Repurchased $1.8 billion of common shares

•Reduced debt by $200 million

•Increased quarterly dividend by 20%

•Executed a seamless leadership transition following Liam McGee's decision to step down

•$488 million charge after taxAll members of the new leadership team were internal candidates

* Combined ratio, excluding catastrophes

The combination of our strategic decisions and priorrecord catastrophe losses, along with the impact of U.S. corporate tax reform resulted in a full year net loss reserveof $3.1 billion, which included a $2.9 billion loss on discontinued operations related to the sale of Talcott Resolution, an $877 million charge for the reduction in U.S. corporate tax rate, and a $488 million, after tax, charge for the pension transfer. While the losses from these three items are material, we view our accomplishments this year, including continued development of products, capabilities and talent, as significantly improving the company’s long-term earnings, ROE and risk profile. Core earnings* for P&C; after-tax core earnings margin for Group Benefits

Delivering Superior Shareholder Returns

Strong financial performance, a significantly improved risk profilethe year, which do not include the three charges to net income listed above, were $1.0 billion, an 11% increase from 2016.


As we enter 2018, we are focused on the successful integration of the Aetna acquisition and the financial flexibility to return capital to shareholders while continuing to investseparation and sale of Talcott Resolution, as well as the continued investment in our businesses has helpedfor long-term growth and shareholder value creation. Management and the Board are confident that we are taking the right steps to continue to drive superiorprofitable growth, with an improved risk, earnings growth and ROE profile due in large part to our strategic accomplishments in 2017.

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

2018 Proxy Statement7
PROXY SUMMARY

TOTAL SHAREHOLDER RETURNS
The following chart shows The Hartford’s total shareholder returns. In 2014, we outperformed relevant benchmarks, includingreturns ("TSR") relative to the S&P 500, S&P 500 P&CInsurance Composite, and S&P Insurance Composite indices, as illustrated on the right. We significantly outperformed these indices over three years as well. The chart on the following page illustrates our performance, and the transformative actions we have taken, beginning in 2012.

One-Year Total Shareholder Return*

oneyeartsr.jpg

P&C indices.


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Proxy Summary

COMPENSATION DECISIONS

Three-Year Total Shareholder Return and Key Management Actions*

keymanagementactions-new.jpg

*Timeline not to scale.

**Total capital management plan authorization for 2014-2015: $2.775 billion in equity repurchases; $1.156 billion in debt reduction; and 20% increase to quarterly dividend.

Board and Governance Highlights

Governance Decisions

DecisionRationale
Upon Liam McGee's resignation as CEO and President on July 1, 2014, he retained his position as Chairman of the Board.⇨

•The Board determined that it was in the best interests of the company and its shareholders for Mr. McGee to continue his services as Chairman for a transitional period.

Upon Mr. McGee's resignation from the Board on January 5, 2015, our CEO Christopher Swift was vested with the responsibilities of Chairman.⇨

•Mr. Swift is uniquely positioned to identify and communicate key strategic and operational issues and the interests of the company's stakeholders to the Board.

•The Board has strong, diverse and active independent directors of varying tenures.

•Elements of the company's corporate governance structure, including a strong presiding director role and mandatory meetings of the non-management directors, effectively protect against any potential conflicts that may result from combining the roles of CEO and Chairman.

•Mr. Swift demonstrated strong leadership both during his tenure as CFO and subsequently as CEO.

Appointed Teresa Roseborough to the Board, effective April 1, 2015.⇨

•Ms. Roseborough is a seasoned executive with significant business, regulatory, compliance, risk management and legal expertise; in addition, she brings insurance industry experience from her time spent as a senior legal executive at a Fortune 100 insurance company.

The Hartford Financial Services Group, Inc.
2015 Proxy Statement


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Proxy Summary

Board Nominees

           
Name AgeDirector sinceExperienceIndependent Current
Committee Memberships(1)		 Other Current
Public Company Boards
YesNo
Robert B.
Allardice III		 682008Former regional CEO, Deutsche Bank Americas✓  

•Audit*

•FIRMCo

 

•Ellington Residential Mortgage REIT

•GasLog Partners

Trevor Fetter 552007President and CEO, Tenet Healthcare✓  

•Comp*

•FIRMCo

 

•Tenet Healthcare

Kathryn A. Mikells 492010CFO, Xerox✓  

•Comp

•FIRMCo

  
Michael G. Morris 682004Former Chairman, President and CEO, American Electric Power Company✓  

•Audit

•FIRMCo

•NCG

 

•Alcoa

•L Brands

•Spectra Energy

Thomas A. Renyi(2) 692010Former Executive Chairman, Bank of New York Mellon; former Chairman and CEO, Bank of New York Company✓  

•Comp

•FIRMCo

 

•Public Service Enterprise Group

•Royal Bank of Canada

Julie G. Richardson 522014Former Partner, Providence Equity Partners✓  

•Audit

•FIRMCo

  
Teresa W. Roseborough 562015Executive Vice President, General Counsel and Corporate Secretary, The Home Depot✓  

•NCG

•FIRMCo

  
Virginia P. Ruesterholz 532013Former Executive Vice President, Verizon Communications✓  

•Audit

•FIRMCo

•NCG

 

•Frontier Communications

Charles B. Strauss 722001Former President and CEO, Unilever U.S.✓  

•Audit

•FIRMCo*

•NCG

  
Christopher J. Swift 542014Chairman and CEO, The Hartford ✓ 

•FIRMCo

  
H. Patrick Swygert 721996President Emeritus and professor emeritus, Howard University✓  

•Comp

•FIRMCo

•NCG*

 

•United Technologies Corporation

*Denotes committee chairman
(1)Full committee names are as follows:
Audit - Audit Committee
Comp - Compensation and Management Development Committee
FIRMCo - Finance, Investment and Risk Management Committee
NCG - Nominating and Corporate Governance Committee
(2)Mr. Renyi serves as the presiding director. For more details on the presiding director's role, see page 13


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Proxy Summary

Governance Best Practices

The Board and management regularly review best practices in corporate governance and modify our governance policies and practices as warranted. Our current best practices include:

✓Majority independent directors
✓All independent key committees (Audit, Compensation and Management Development, Nominating and Corporate Governance)
✓Strong independent presiding director role
✓Directors elected annually
✓Majority vote standard (with plurality carve-out for contested elections)
✓Director resignation policy
✓Over-boarding policy
✓Board and committee self-assessments conducted annually
✓Robust stock-ownership guidelines
✓Diverse Board membership in terms of background, experience and tenure
✓Annual shareholder engagement program to obtain valuable feedback on our compensation and governance programs
✓Annual review of CEO succession plan by the independent directors with the CEO
✓Annual Board review of senior management long-term and emergency succession plans

Compensation Highlights

2014 Compensation Decisions

DecisionRationale
The Compensation Committee approved an annual incentive plan ("AIP") funding factor of 138%, making no adjustments to the formulaic calculation. (page 47)Performance against pre-established financial targets resulted in a formulaic AIP funding factor of 138% of target. The Compensation Committee undertook a qualitative review of performance and concluded that the formulaic AIP funding factor appropriately reflected 2014 performance. Accordingly, no adjustments were made.
The independent directors approved a transition agreement providing compensation terms for Liam McGee in his role as an advisor during the leadership transition. (page 51)In order to ensure an orderly transition, the independent directors felt that it was important to retain Mr. McGee's services beyond his resignation as President and CEO.
The Board promoted a new leadership team consisting entirely of internal candidates and the Compensation Committee (and, in the case of the CEO, the independent directors) determined target total compensation levels for their new roles. (page 50)Our robust talent development program provided a deep bench of internal talent. The target total compensation opportunity was increased for each promoted executive to reflect their new roles and was determined using the process described in theBenchmarking section beginning on page 46. No additional LTI was granted at the time of their promotions.

The Hartford Financial Services Group, Inc.
2015 Proxy Statement


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Proxy Summary

2014 Active NEO Compensation Summary

The table below reflects the 20142017 compensation package (base salary, AIPannual incentive plan ("AIP") award and long-term incentive ("LTI"(“LTI”) award) for each active NEO.named executive officer ("NEO"). Although this table is not a substitute for theSummary Compensation Tableinformation beginning on page55, 50, we believe it provides a simple and concise picture of2017 compensation decisions made for the active NEOs in 2014.

               
Compensation Component C. Swift  B. Bombara  D. Elliot  B. Johnson  R. Rupp
Base Salary Rate(1)$1,000,000 $625,000 $900,000 $500,000 $600,000
2014 AIP Award$2,139,000 $1,350,000 $1,800,000 $1,450,000 $1,600,000
2014 LTI Award(2)$2,200,000 $1,000,000 $2,000,000 $1,100,000 $1,400,000
Total 2014 Compensation Package(3)$5,339,000 $2,975,000 $4,700,000 $3,050,000 $3,600,000

decisions.

Compensation ComponentC. Swift
 B. Bombara
 D. Elliot
 B. Johnson
 W. Bloom
Base Salary Rate$1,100,000
 $700,000
 $925,000
 $525,000
 $550,000
2017 AIP Award$4,675,000
 $1,900,000
 $3,150,000
 $2,300,000
 $1,575,000
2017 LTI Award$7,500,000
 $1,750,000
 $5,000,000
 $1,500,000
 $1,000,000
Total 2017 Compensation Package$13,275,000
 $4,350,000
 $9,075,000
 $4,325,000
 $3,125,000
2017 Compensation DecisionRationale
The Compensation Committee approved an AIP funding level of 170% of target.Performance against pre-established Compensation Core Earnings targets resulted in a formulaic AIP funding level of 183% of target. The Compensation Committee reduced this funding level to 170% based on certain qualitative factors, including quality of P&C earnings (excluding catastrophes), which, while strong in a very competitive market, were relatively flat to budget. (page 44)
The Compensation Committee certified a 2015-2017 performance share award payout at 104% of target.The company's TSR during the performance period was at the 40th percentile relative to 18 peer companies, resulting in a payout of 75% of target for the TSR component (50% of the award). The company's average annual Compensation Core ROE during the performance period was 9.4%, resulting in a payout of 134% of target for the ROE component (50% of the award). (page 47)
As a result of the December 3, 2017 agreement to sell the Talcott Resolution business, the Compensation Committee took actions to ensure that Talcott Resolution core earnings through September 30, 2017 were included in the determination of the AIP funding level and ROE results for performance shares.Upon signing an agreement to sell Talcott Resolution, GAAP accounting required that financial results from the business be reclassified as discontinued operations, which are excluded from core earnings. The Compensation Committee determined that including Talcott Resolution core earnings for the period in which management was both actively managing the business and separately reporting its results externally was appropriate. In addition, AIP and performance share targets were established assuming Talcott Resolution operating results were included in the business mix. (page 44)
The Compensation Committee excluded the results of the group life and disability business acquired from Aetna on November 1, 2017 in determining the 2017 AIP funding level.While including the results of the acquired business would have slightly increased the 2017 AIP funding level, the Compensation Committee determined that excluding them was appropriate based upon overall immateriality, and because the results of the business were not part of the business mix when the AIP target was established. (page 44)

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(1)Reflects base salary rate at 12/31/2014 following promotion of Messrs. Swift, Elliot and Johnson and Ms. Bombara.PROXY SUMMARY
(2)Reflects the dollar amount of the award as approved by the Compensation Committee rather than the fair value (calculated in accordance with FASB ASC Topic 718), which is shown in the Summary Compensation Table.
(3)Excludes items shown under "Change in Pension Value and Nonqualified Deferred Compensation Earnings" and "All Other Compensation" columns in the Summary Compensation Table.

Compensation Best Practices

The Compensation Committee regularly reviews


COMPENSATION BEST PRACTICES
Our current compensation best practices in executive compensation. Our current best practices and policies include the following:

What We Do
✓Approximately 88%90% of current CEO target annual compensation and 83%84% of other NEO target annual compensation are variable based on performance, including stock price performance
✓Senior Executives are eligible for the same benefits as full-time employees generally, including health, life insurance, disability and retirement benefits
✓SeveranceCash severance benefits payable upon a change of control do not exceed 2x the sum of base pay plus target bonus, and are only paid upon a valid termination following a change of control ("double trigger")
✓Double trigger requirement for change of control benefits and vesting of equity awards upon a change of control (so long as the awards are assumed or replaced with substantially equivalent awards)
✓No excise tax gross-up upon a change of control
✓No individual employment agreements
✓Independent Board compensation consultant performsdoes not provide other services only forto the Compensation Committeecompany
✓Comprehensive risk mitigation in plan design and annual review of compensation plans, policies and practices
✓All employees and directors are prohibited from engaging in hedging, monetization, derivative and similar transactions with company securities
✓Senior Executives are prohibited from pledging company securities
✓Executive perquisites are limited; no tax gross-ups are provided on perquisites
✓Stock ownership guidelines for directorsDirectors and Senior Executives;Executives are subject to stock ownership guidelines; compliance with guidelines is reviewed annually
✓Compensation peer groups are evaluated periodically to align with investor expectations and changes in market practice or our businessesbusiness mix
✓Competitive burn rate and dilution for equity program
✓Competitive burn rate and dilution
What We Don't Do
û
No excise tax gross-up upon a change of control or income tax gross-up for equity programperquisites

In furtherance of our commitment to best practices, our 2014 Incentive Stock Plan does not allow the following:

ûNo individual employment agreements
×ûGrantingNo granting of stock options with an exercise price less than the fair market value of our common stock on the date of grant
×û
Re-pricingNo re-pricing (reduction in exercise price) of stock options
×ûUnderwaterNo underwater cash buy-outs
×ûInclusion ofNo reload provisions in any stock option grant
×ûPaymentNo payment of dividends on unvested performance shares

PAY MIX
Approximately 90% of CEO target annual compensation and approximately 84% of other NEO target annual compensation are variable based on performance, including stock price performance:
PAY MIX  | CEO
PAY MIX  | OTHER NEOs
paymixceop9.jpg
paymixotherneop9.jpg




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2018 Proxy Statement9

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Board and Governance Matters

Board and Governance Matters

In this section, you will find:

•Governance Practices and Framework

•Director Compensation

•Director Nominees

thehartfordlogo.jpg

The Hartford Financial Services Group, Inc.
2015 Proxy Statement


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Letter from the Chairman of our Nominating and Corporate Governance Committee

BOARD AND GOVERNANCE MATTERS  


BOARD AND GOVERNANCE MATTERS
patswygert.jpg

"As we looked to carry the momentum of 2014 forward, we concluded that combining the roles of Chairman and CEO, with a strong independent presiding director, is in the best interests of shareholders as it best positions the company for future success."

Pat Swygert

ITEM 1 
ELECTION OF DIRECTORS
checkbox.jpg The Board recommends that shareholders vote “FOR”all nominees for election as directors.
The Nominating Committee believes that the director nominees possess qualifications, skills and experience that are consistent with the standards for the selection of nominees for election to the Board set forth in our Corporate Governance Guidelines described on pages 18-20 and that they have demonstrated the ability to effectively oversee The Hartford’s corporate, investment and business operations. Biographical information for each director nominee is described beginning on page 25, including the principal occupation and other public company directorships (if any) held in the past five years and a description of the specific experience and expertise that qualifies each nominee to serve as a director of The Hartford.

Dear Fellow Shareholders:

In 2014, the Board carefully considered its board leadership structure. While we consider the appropriateness of the structure regularly, that deliberation is never more critical than in the context of leadership succession.

In June 2014, the company announced that after five years of leading the company through a successful financial turnaround and strategic transformation, Liam E. McGee would step down as the CEO and Christopher J. Swift would be appointed CEO, effective July 1, 2014. Upon the appointment of Mr. Swift to the role of CEO, the Board determined that it was in the best interests of the company and its shareholders for Mr. McGee to continue his service as Executive Chairman for a transitional period.

The Board deliberated extensively on what the company's board leadership structure should be following that transitional period, sought feedback from shareholders and considered extensive expert corporate governance analysis. In December, the Board concluded that the company's historical approach of combining the roles of CEO and Chairman while maintaining strong independent Board leadership continues to be the optimal leadership structure from which to carry out its oversight of the company's strategy, business operations and risk management. Accordingly, upon Mr. McGee's resignation from the Board on January 5, Mr. Swift was vested with the responsibilities of Chairman and CEO.

In reaching its decision to recombine the roles of CEO and Chairman, the Board took into account the following factors:

•Mr. Swift, a partner to Mr. McGee in developing the company's strategy and the principal leader of business operations, is uniquely positioned to identify and communicate key strategic and operational issues and the interests of the company's stakeholders to the Board.

•The Board has strong, diverse and active independent directors of varying tenures.

•Elements of the company's corporate governance structure, including a strong presiding director role and mandatory meetings of the non-management directors, effectively protect against any potential conflicts that may result from combining the roles of CEO and Chairman.

•The strength of Mr. Swift's performance both during his tenure as CFO and subsequently as CEO.

As we looked to carry the momentum of 2014 forward, we concluded that combining the roles of Chairman and CEO, with a strong independent presiding director, is in the best interests of shareholders as it best positions the company for future success.

Sincerely,

swygertsig.jpg

Pat Swygert

Chairman of the Nominating and Corporate Governance Committee


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Governance Practices and Framework

GOVERNANCE PRACTICES AND FRAMEWORK

Governance Practices and Framework

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

Independent Oversight✓Majority independent directors
✓All independentIndependent key committees (Audit, Compensation, and Management Development, Nominating and Corporate Governance)Nominating)
✓Strong and engaged independent presiding director roleLead Director
Engaged Board /Shareholder Rights✓Directors elected annually
✓Majority vote standard (with plurality carve-out for contested elections)
✓Proxy access right
✓Director resignation policy
✓Over-boarding policy limits total public company boards, including The Hartford, to 5 for non-CEOs and 2 for sitting CEOs
✓Rigorous Board and committee self-assessmentsself-evaluation conducted annually
✓Robust stock-ownership guidelines
✓DiverseMeaningful Board membership in terms of background, experienceeducation and tenuretraining on recent and emerging governance and industry trends
✓Annual shareholder engagement program to obtain valuable feedback on ourgovernance, compensation and governance programssustainability issues
Good Governance✓Board diversity of experience, tenure, age and gender
✓Annual review of CEO succession plan by the independent directors with the CEO
✓Annual Board review of senior management long-term and emergency succession plans
✓Stock-ownership guidelines of 6x salary for CEO and 4x salary for other named executive officers
✓Annual Nominating Committee review of The Hartford's political and lobbying policies and expenditures
Commitment to Sustainability
✓
Board oversight of sustainability matters; Nominating Committee oversight of sustainability governance framework

✓
Sustainability Governance Committee comprised of senior management charged with overseeing a comprehensive sustainability strategy and ensuring that the full Board is briefed at least annually

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

•

Articles of Incorporation

•

By-laws

•

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

•


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BOARD AND GOVERNANCE MATTERS

Charters of the Board'sBoard’s four standing committees

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

Code of Ethics and Business Conduct

•

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

•

Code of Ethics and Political Compliance

Copies of these documents are available on our investor relations website athttp://ir.thehartford.comor upon request sent to our Corporate Secretary (see page79 68 for details).

Director Independence

DIRECTOR INDEPENDENCE
The Board annually reviews director independence under standards stated in our Corporate Governance Guidelines, the listing standards of the NYSE, and other applicable legal and regulatory rulesrules. In addition, per our Corporate Governance Guidelines, in order to identify potential conflicts of interest and to monitor and preserve the independence of those directors who meet the criteria for independence required under applicable law and by the NYSE, any director who wishes to become a director of another for-profit entity must obtain the pre-approval of the Nominating Committee.
The Board has affirmatively determined that all nominees for directordirectors other than Mr. Swift are independent.

Independent

BOARD LEADERSHIP STRUCTURE
Board Leadership

Whenever the chairmanChair

The roles of CEO and Chairman of the Board (“Chairman”) are held by Christopher Swift. Mr. Swift has served as CEO since July 1, 2014; he was also appointed Chairman on January 5, 2015. In late 2014, before Mr. Swift assumed the role of Chairman, the Board deliberated extensively on our board leadership structure, seeking feedback from shareholders and considering extensive corporate governance analysis. The Board concluded then, and continues to believe, that our historical approach of combining the roles of CEO and Chairman while maintaining strong, independent board leadership is the optimal leadership structure for the Board to carry out its oversight of our strategy, business operations and risk management. The CEO, as the principal leader of business operations, is uniquely positioned to identify and communicate key strategic and operational issues and the interests of our stakeholders to the Board. In addition, Mr. Swift’s experience and qualifications enable him to fulfill the responsibilities of both roles and effectively lead The Hartford with a unified vision.
The Board believes that other elements of our corporate governance structure ensure that independent directors can perform their role as independent fiduciaries in the Board’s oversight of management and our business, and minimize any potential conflicts that may result from combining the roles of CEO and Chairman. As noted above, all directors other than Mr. Swift are independent. Whenever the Chairman is not independent, our Corporate Governance Guidelines require the independent directors to elect from among them a presiding director. At each regularly scheduled meeting ofLead Director. In 2017, the Board, the presiding director leads a meetingLead Director chaired meetings in executive session of the independent directors. directors both before and after each of the five regularly scheduled in-person meetings of the Board.
Independent Lead Director
In 2014,December 2017, in response to shareholder feedback and to formalize its practices, the independent directors met eight times in executive session.Board amended The presiding directorHartford's Corporate Governance Guidelines to reflect the expanded responsibilities the Lead Director has assumed over the following responsibilities:

•years, including the following:

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

•

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

•

regularly conferring with the Chairman on matters of importance that may require action or oversight by the Board, ensuring the Board focuses on key issues and tasks facing The Hartford;
approving information sent to the Board;

•approvingBoard and meeting agendas for the Board;

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Governance Practices and Framework

•approving the Board meeting schedules to help ensure that there is sufficient time for discussion of all agenda items;

•calling and presiding over

maintaining the authority to call meetings of the independent non-management directors;
approving meeting agendas and

• information for the independent non-management sessions and briefing, as appropriate, the Chairman on any issues arising out of these sessions;

if requested by shareholders, beingensuring that he or she is available, when appropriate, for consultation and direct communication.

communication; and

leading the Board’s evaluation process and discussion on board refreshment and director tenure.
The duties and responsibilities of our Lead Director provide strong independent Board Tenureleadership and Refreshment

oversight. As part of its evaluation process, the Board has committed to undertaking an annual review of its leadership structure to ensure it continues to serve the best interests of shareholders and positions the company for future success.



2018 Proxy Statement11
BOARD AND GOVERNANCE MATTERS

ANNUAL BOARD EVALUATION PROCESS
The Nominating Committee oversees the Board's multi-step evaluation process to ensure an ongoing, rigorous assessment of the Board’s effectiveness, composition and priorities. In response to shareholders’ interest for a robust and candid evaluation process, commencing in 2016, the Board augmented its evaluation process with individual one-on-one discussions led by the Lead Director and a mid-year review by the Board of progress against goals established at the beginning of the Board year.
annualboardevaluationprocess.jpg
ComponentActions
Board Evaluation and
Development of Goals
(May)
The Lead Director leads a Board evaluation discussion in executive session guided by the Board’s self-assessment questionnaire and the key themes identified through the one-on-one discussions. The Board identifies successes and areas for improvement from the prior Board year and establishes formal goals for the year ahead.
Annual Corporate Governance Review / Shareholder Engagement Program
(October to December)
The Nominating Committee performs an annual review of The Hartford's corporate governance policies and practices in light of best practices, recent developments and trends. In addition, the Nominating Committee reviews feedback on governance issues provided by shareholders during our annual shareholder engagement program.
Interim Review of Goals
(December)
The Lead Director leads an interim review of progress made against the goals established during the Board evaluation discussion in May.
Board Self-Assessment Questionnaires
(February)
The governance review and shareholder feedback informs the development of written questionnaires that the Board and its standing committees use to help guide self-assessment. The Board’s questionnaire covers a wide range of topics, including the Board’s:
•fulfillment of its responsibilities under the Corporate Governance Guidelines;
•effectiveness in overseeing our business plan, strategy and riskmanagement;
•leadership structure and composition, including mix of experience, skills, diversityand tenure;
•relationship with management; and
•processes to support the Board’s oversight function.
One-on-One Discussions
(February to May)
The Lead Director meets individually with each independent director on Board effectiveness, dynamics and areas for improvement.
When the Lead Director led the Board evaluation session in May 2017, there was agreement that the Board was operating effectively. The Board reviewed performance against its goals for the 2016-2017 Board year and concluded as follows:
2016-2017 Board Year GoalKey Results
Further enhance communication with management both during and between meetings, including more opportunities to communicate one-on-one with the CEO and off-cycle communications on the status of initiatives and market developments
Board communication materially improved, including more frequent off-cycle meetings between Chairman and Lead Director, Board letters, and updates on strategic initiatives and market developments

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

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

Executive sessions are more frequent, productive and meaningful

The Board established the following goals for the 2017-2018 Board year: (1) incorporate strategy and growth discussions at every meeting; (2) focus on Personal Lines strategy for competing once target returns are achieved; (3) engage in more substantive talent management discussions to identify and assess succession planning gaps; and (4) identify strong successors for retiring directors Charles Strauss and Patrick Swygert.
In addition to the full Board evaluation process, the standing committees of the Board undertake separate self-assessments based on written questionnaires, generally between February and July.

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BOARD AND GOVERNANCE MATTERS

COMMITTEES OF THE BOARD
The Board has four standing committees: the Audit Committee; the Compensation Committee; FIRMCo; and the Nominating Committee. The Board has determined that all of the members of the Audit Committee, the Compensation Committee and the Nominating Committee are “independent” directors within the meaning of the SEC’s regulations, the listing standards of the NYSE and our Corporate Governance Committee strives forGuidelines. Each committee conducts a Board that includes a mix of varying perspectives and breadth of experience. Newer directors bring fresh ideas and perspectives, while longer tenured directors bring extensive knowledge of our complex operations. As noted above, the Board considers the independenceself-evaluation of its members under applicable laws, regulations and the NYSE listing standardsperformance on an annual basisbasis.

The current members of the Board, the committees on which they serve and does not believe the independenceprimary functions of any director nominee is compromised dueeach committee are identified below. We rotate the chairs for all of our committees at least every three years, bringing independent, fresh perspectives to each committee's oversight responsibilities. In May 2016, two female directors rotated into leadership positions, with Julie Richardson serving as Audit Committee Chair and Virginia Ruesterholz as Compensation Committee Chair.
AUDIT COMMITTEE
Current Members:*
R. Allardice
K. Mikells
M. Morris
J. Richardson (Chair)
C. Strauss
G. Woodring
Meetings in 2017:10
“With the number of significant and complex transactions, most recently the acquisition of Aetna’s group benefits business and the agreement to sell the Talcott business, the Committee focused on controls over the accounting for these transactions to help ensure the integrity of our financial reporting.  The Committee also prioritized oversight of controls associated with the Company’s deferred tax assets.”
Julie G. Richardson, Committee Chair since 2016
Roles and Responsibilities
•Overseesthe integrity of our financial statements
•Oversees our accounting, financial reporting and disclosure processes and theadequacy of management’s systems of internal control over financial reporting
•Oversees The Hartford's relationship with, and the performance of, the independent registered public accounting firm, including its qualifications andindependence
•Oversees the performance of our internal audit function
•Oversees our compliance with legal and regulatory requirements and our Code ofEthics and Business Conduct
•Discusses with management policies with respect to risk assessment and riskmanagement
*All members are “financially literate” within the meaning of the listing standards of the NYSE. Directors Allardice, Mikells, Morris, Richardson and Strauss are “audit committee financial experts” within the meaning of the SEC’s regulations.

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
Current Members:
T. Fetter
S. McGill
T. Renyi
T. Roseborough
V. Ruesterholz (Chair)
H. Swygert
Meetings in 2017:6
“While the Committee considers talent development and succession planning annually, it was an area of increased attention with a number of important management changes in 2017, including the internal promotion of our new Chief Risk Officer; expanded responsibilities for the head of our Small Commercial business, who also assumed leadership for the Personal Lines business; and key external hires, including our new Chief Underwriting Officer.”
Virginia Ruesterholz, Committee Chair since 2016
Roles and Responsibilities
•Oversees executive compensation and assists us in defining an executive totalcompensation policy
•Works with management to develop a clear relationship between pay levels,performance and returns to shareholders, and to align our compensation structurewith our objectives
•Has the ability to delegate, and has delegated to the Executive Vice President,Human Resources, or her designee, responsibility for the day-to-day operations ofour compensation plans and programs
•Has sole authority to retain, compensate and terminate any consulting firm used toevaluate and advise on executive compensation matters
•Considers independence standards required by the NYSE or applicable law inregards to compensation consultants, accountants, legal counsel or other advisors,prior to their retention
•In consultation with a senior risk officer, meets annually to discuss and evaluatewhether incentive compensation arrangements create material risks to thecompany
•Retains responsibility for compensation actions and decisions with respect tocertain senior executives, as described in theCompensation Discussion and Analysisbeginning on page 35

2018 Proxy Statement13
BOARD AND GOVERNANCE MATTERS

FINANCE, INVESTMENT AND RISK MANAGEMENT COMMITTEE
Current Members:
R. Allardice (Chair)
C. Dominguez
T. Fetter
S. McGill
K. Mikells
M. Morris
T. Renyi
J. Richardson
T. Roseborough
V. Ruesterholz
C. Strauss
C. Swift
H. Swygert
G. Woodring
Meetings in 2017:5
“In 2017, FIRMCo continued to focus on the management of cyber risks including the potential impacts on The Hartford and its customers. While the Committee continued to manage investment risks, insurance risks were also a focal point as a result of the elevated catastrophe events in 2017, with the Committee concentrating on the Company’s underwriting discipline and management of catastrophe risks.”
Robert B. Allardice III, Committee Chair since 2016
Roles and Responsibilities
•Reviews and recommends changes to enterprise policies governing managementactivities relating to major risk exposures such as market risk, liquidity and capitalrequirements, insurance risks and cybersecurity
•Reviews our overall risk appetite framework, which includes an enterprise riskappetite statement, risk preferences, risk tolerances, and an associated limitstructure for each of our major risks
•Reviews and recommends changes to our financial, investment and riskmanagement guidelines
•Provides a forum for discussion among management and the entire Board of keyfinancial, investment, and risk management matters

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Current Members:
C. Dominguez
M. Morris
T. Roseborough
V. Ruesterholz
C. Strauss (Chair)
H. Swygert
Meetings in 2017: 5
“The Committee principally focused on board refreshment and ESG governance in 2017.   Following a robust director search, we added three new directors who bring insurance industry and digital expertise, in addition to adopting a term limit policy that ensures a healthy mix of director tenures and experience.  We also developed a new governance framework that enables the full Board to oversee ESG risks and opportunities that contribute to the long-term sustainability of the company.”
Charles B. Strauss, Committee Chair since 2016
Roles and Responsibilities
•Advises and makes recommendations to the Board on corporate governancematters
•Considers potential nominees to the Board
•Makes recommendations on the organization, size and composition of the Boardand its committees
•Considers the qualifications, compensation and retirement of directors
•Reviews our policies and reports on political contributions
• Oversees the establishment, management and processes related to our ESG activities

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BOARD AND GOVERNANCE MATTERS

THE BOARD’S ROLE AND RESPONSIBILITIES
BOARD RISK OVERSIGHT
The Board tenure.as a whole has ultimate responsibility for risk oversight. We have a formal director retirement policyenterprise risk appetite framework that is reviewed by the Board at age 75,least annually. The risk appetite framework includes an enterprise risk appetite statement and risk preferences, tolerances, and limits.
The Board exercises its oversight function through its standing committees, each of which contributes to Board renewal.

Amonghas primary risk oversight responsibility for all matters within the current director nominees, six have fewer than five yearsscope of service, two have over 10 yearsits charter. Annually, each committee reviews and reassesses the adequacy of service,its charter and the remaining three nominees have between fiveNominating Committee reviews all charters and ten yearsrecommends any changes to the Board for approval. The chart below provides examples of tenure. each committee’s risk oversight responsibilities.

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The average tenureAudit Committee discusses with management risk assessment and risk management policies. FIRMCo, which is comprised of all members of the Board, oversees the investment, financial, and risk management activities of The Hartford and has oversight of all risks that do not fall within the oversight responsibility of any other standing committee. FIRMCo meets at each regular Board meeting and is briefed on our risk profile and risk management activities. FIRMCo also has primary responsibility for overseeing risks related to cybersecurity. This oversight includes detailed, regular reports to FIRMCo on cybersecurity matters from senior members of our nominees is 6.6 years.

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Talent DevelopmentEnterprise Risk Management, Information Protection and Succession Planning

Internal Audit functions. The topics covered by these reports include The Hartford's activities, policies and procedures to prevent, detect and respond to cybersecurity incidents, as well as lessons learned from cybersecurity incidents at other companies. From time to time, FIRMCo engages third party experts to gain an outside perspective on cybersecurity risk.

To assist the Board in discharging its oversight function, from time to time, the Board forms either a special committee or a working group to lead oversight of key strategic matters. Beginning in 2012, the Board established a Talcott Resolution Board Working Group to discuss risks and mitigation strategies related to our runoff life insurance and annuity business, which culminated in the December 2017 agreement to sell the business. This group, consisting of Robert Allardice, Julie Richardson, Virginia Ruesterholz and Charles Strauss, met 11 times in 2017.

For a detailed discussion of management's day-to-day management of risks, including sources, impact and management of specific categories of risk, see Part II - Item 7. Management's Discussion and Analysis in our annual report on Form 10-K for the year ended December 31, 2017.
BOARD AND SHAREHOLDER MEETING ATTENDANCE
The Board met seven times during 2017 and each of the directors attended 75% or more of the aggregate number of meetings of the Board and the committees on which he or she served. We encourage our directors to attend the Annual Meeting of Shareholders, and all of our directors attended the Annual Meeting of Shareholders held on May 17, 2017.
SHAREHOLDER ENGAGEMENT
In addition to routinely speaking with analysts and investors, we have maintained an annual shareholder engagement program since 2011 focused on governance and compensation issues and, more recently, sustainability. In the fall of each year, management contacts our largest shareholders and reports their feedback directly to the Nominating Committee and the Compensation Committee.

2018 Proxy Statement15
BOARD AND GOVERNANCE MATTERS

In the fall of 2017, management contacted shareholders representing approximately 55% of shares outstanding and had discussions with shareholders representing approximately 35% of shares outstanding. Many shareholders opted not to participate in calls, noting that they had no material concerns.
As a result of shareholder feedback received in 2017, and an analysis of governance trends and best practices, the Board took several important actions in 2017 to enhance The Hartford's corporate governance practices.
What we heard from shareholdersBoard actions taken
It is essential that boards have a strong lead independent director with clearly defined authorities and responsibilities

Amended The Hartford's Corporate Governance Guidelines to reflect the expanded responsibilities the Lead Director has assumed over the years (page 11)
Boards, as part of their oversight of strategy, must ensure that management consider and communicate how environmental and social issues affect long-term strategy

Formed a Sustainability Governance Committee comprised of senior leaders to set and help drive execution of the company's sustainability strategy, with periodic reports up to the full Board (page 17)
It is important to bring fresh perspectives, new skills, and diversity to the boardroom, and boards should have discretion to decide how to promote refreshmentAdopted a policy that an independent director generally may not stand for reelection after serving as a director for 15 years in order to promote regular refreshment (page 18)
TALENT DEVELOPMENT AND SUCCESSION PLANNING
Talent development and succession planning have been and will continue to beare important parts of the Board'sBoard’s governance responsibilities. The CEO and independent directors conduct a review, at least annually, of succession and continuity plans for the CEO. Succession planning includes the identification and development of potential successors, policies and principles for CEO selection, and plans regarding succession in the case of an emergency or the retirement of the CEO. In addition, each year, the Compensation and Management Development Committee reviews succession and continuity plans for the CEO and each member of the executive leadership team that reports to the CEO. The Compensation and Management Development Committee'sCommittee’s charter requires that it discuss the results of these reviews with the independent directors and/or the CEO. However, given the importance of the topic and the engagement of the full boardBoard on the issue, all directors are invited to these sessions. The full Board routinely meets and interacts with employees who have been identified as potential future leaders of the company.

Committees

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

The Board has four standing committees:company’s most senior roles, most recently in 2017, the Audit Committee;internal promotion of our new Chief Risk Officer, and expanded responsibilities for the Compensation and Management Development Committee;head of our Small Commercial business, who also assumed leadership for the Finance, Investment and Risk Management Committee; and the Nominating and Corporate Governance Committee. The Board has determined that all of the members of the Audit Committee, the Compensation and Management Development Committee and the Nominating and Corporate Governance Committee are "independent" directors within the meaning of the SEC's regulations, the listing standards of the NYSE and our Corporate Governance Guidelines. Each committee conducts a self-evaluation of its performance on an annual basis.

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

Personal Lines business.
BUSINESS ETHICS AND CONDUCT


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Governance Practices and Framework

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AUDIT COMMITTEE

"Following a number of complex transactions, most recently the sale of our Japanese annuity subsidiary in mid-2014, we're focused on ensuring the integrity of our financial reporting and the effectiveness of our controls."

Robert B. Allardice, III, Committee Chair since 2009

Members(1)Roles and ResponsibilitiesMeetings in 2014

•R. Allardice (Chair)(2)

•M. Morris(2)

•J. Richardson

•V. Ruesterholz

•C. Strauss(2)

•Monitors the integrity of our financial statements

•Oversees our accounting, financial reporting and disclosure processes and the adequacy of management's systems of internal control over financial reporting

•Monitors the independent registered public accounting firm's qualifications and independence

•Monitors the performance of our internal audit function and independent registered public accounting firm

•Monitors our compliance with legal and regulatory requirements and our Code of Ethics and Business Conduct

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

9
(1) All members are "financially literate" within the meaning of the listing standards of the NYSE.
(2) "Audit committee financial expert" within the meaning of the SEC's regulations.
 

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COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE

"While the Board considers succession planning annually, in 2014 it was an area of intense focus and execution. The fact that all members of the new leadership team were internal is a testament to the strength of our management development process."

Trevor Fetter, Committee Chair since 2013

MembersRoles and ResponsibilitiesMeetings in 2014

•T. Fetter (Chair)

•K. Mikells

•T. Renyi

•H. Swygert

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

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

•Has the ability to delegate, and has delegated to the Executive Vice President, Human Resources, or her designee, responsibility for the day-to-day operations of our compensation plans and programs

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

•Considers independence standards required by the NYSE or applicable law in regards to compensation consultants, accountants, legal counsel or other advisors, prior to their retention

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

•Retains responsibility for compensation actions and decisions with respect to certain senior executives, as described in the Compensation Discussion and Analysis beginning on page 37

10

The Hartford Financial Services Group, Inc.
2015 Proxy Statement


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Governance Practices and Framework

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FINANCE, INVESTMENT AND RISK MANAGEMENT COMMITTEE

"Cybersecurity was a focus in 2014. As more and more companies report cyber incidents, we're reviewing our defenses against external threats and monitoring the administrative and technical controls we have in place to mitigate risk."

Charles B. Strauss, Committee Chair since 2009

MembersRoles and ResponsibilitiesMeetings in 2014

•R. Allardice

•T. Fetter

•K. Mikells

•M. Morris

•T. Renyi

•J. Richardson

•T. Roseborough

•V. Ruesterholz

•C. Strauss (Chair)

•C. Swift

•H. Swygert

•Reviews and recommends changes to enterprise policies governing management activities relating to major risk exposures such as market risk, liquidity and capital requirements, insurance risks and cybersecurity

•Reviews our overall risk appetite framework, which includes an enterprise risk appetite statement, risk preferences, risk tolerances, and an associated limit structure for each of our major risks

•Reviews and recommends changes to our financial, investment, and risk management guidelines

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

5

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

"As part of its Board refreshment efforts, the Nominating Committee devoted substantial time in 2014 to identifying qualified candidates who can bring fresh ideas and diverse perspectives to the oversight of the company."

H. Patrick Swygert, Committee Chair since 2013

MembersRoles and ResponsibilitiesMeetings in 2014

•M. Morris

•T. Roseborough

•V. Ruesterholz

•C. Strauss

•H. Swygert (Chair)

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

•Considers potential nominees to the Board

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

•Considers the qualifications, compensation and retirement of directors

•Reviews policies and programs that relate to our social responsibility, sustainability, environmental stewardship and political contributions

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Board Risk Oversight

The Board as a whole has ultimate responsibility for risk oversight. It exercises its oversight function through its standing committees, each of which has primary risk oversight responsibility for all matters within the scope of its charter. Annually, each committee reviews and reassesses the adequacy of its charter and the Nominating and Corporate Governance Committee reviews all charters and recommends any changes to the Board for approval. The table below provides examples of each committee's risk oversight responsibilities. For a more detailed description of each committee's responsibilities, see pages15-16.

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In addition to the risks identified above, the Finance, Investment and Risk Management Committee has responsibility for oversight of all risks that do not fall within the oversight responsibility of any other standing committee. In addition, the Audit Committee discusses with management policies with respect to risk assessment and risk management.

To assist it in discharging its oversight function, from time to time, the Board deems it advisable to form either a special committee or a working group to lead oversight of key strategic matters, with regular reports to the full board. Beginning in 2012, the Board established a Variable Annuity Working Group to review strategies for mitigating our variable annuity exposures. This group, consisting of Barry Allardice, Tom Renyi, Julie Richardson, Virginia Ruesterholz and Charles Strauss, met six times in 2014, was regularly briefed on the status of the Japan sales process and evaluated with management the offers received, culminating in the sale of the Japan annuity company. The evaluation included, among other things, an analysis of impacts of a sale and related accounting, purchase price adjustment mechanism and impact to the hedge program, as well as the regulatory approval process.

At the management level, we have established an Enterprise Risk and Capital Committee ("ERCC"), which manages our risk profile, capital structure and risk management practices. The ERCC reports to the Board primarily through the Finance, Investment and Risk Management Committee and also through interactions with the Audit Committee.

ERCC Members

•CEO (Chair)

•President

•Chief Financial Officer

•Chief Risk Officer

•Chief Investment Officer

•General Counsel

•Others as deemed necessary by the ERCC Chair

The Hartford Financial Services Group, Inc.
2015 Proxy Statement


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Governance Practices and Framework

Business Ethics and Conduct

"Always act with integrity and honesty, and be accountable in everything you do."

The Hartford's Code of Ethics and Business Conduct

Striving to do the right thing every day and in every situation is fundamental to our culture, and we are proud that we have been recognized seventen times, including in 2018, by The EthisphereEthisphere® Institute as one of the "World's“World’s Most Ethical Companies."” We have adopted a Code of Ethics and Business Conduct, which applies to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer. We have also adopted a Code of Ethics and Business Conduct for Members of the Board of Directors (the “Board Code of Ethics”) and a Code of Ethics and Political Compliance. These codes require that all of our employees and directors engage in honest and ethical conduct in performing their duties, provide guidelines for the ethical handling of actual or apparent conflicts of interest, and provide mechanisms to report unethical conduct.

Directors certify compliance with the Board Code of Ethics annually.

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

Certain Relationships and Related Transactions

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

We did not have any transactions requiring review under this policy during 2014.

Communicating with the Board

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

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





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By internetBy telephoneBy mailBOARD AND GOVERNANCE MATTERS
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Visit 24/7
www.ethicspoint.com

SUSTAINABILITY PRACTICES
We believe that having a positive impact on the world is the right thing to do and a business imperative. Our success is inextricably tied to the well-being of our customers, employees, partners and neighbors, and to the way we conduct ourselves. Our focus and impact must extend beyond the quality of the products and services we offer to encompass our responsibilities as an employer, neighbor, member of the global community and steward of the planet’s natural resources.
Our approach to ESG issues has traditionally focused on four areas to illustrate our commitment to sustainability:
Environmental Stewardship. As an insurance company, we understand the risks that environmental challenges present to people and communities. As stewards of the environment, we are committed to mitigating climate change and reducing our carbon footprint incrementally each year.1-866-737-6812 (U.S. and Canada)
1-866-737-6850 (all other countries)The Hartford c/o EthicsPoint
P.O. Box 230369
Portland, Oregon 97281


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BackCommunities and Giving. We help individuals and communities prevail by building safe, strong and successful neighborhoods through targeted philanthropic investments, by partnering with like-minded national and local organizations, and by harnessing the power of our employees to Contents

Governance Practices and Framework

engage with their communities.

BoardDiversity & Inclusion. We are committed to building an inclusive and Shareholder Meeting Attendance

The Board met 12 times during 2014engaging culture where people are respected for who they are, recognized for how they contribute and celebrated for growth and exceptional performance. We value the diversity of our employees' skills and life experiences and invest in their development so they can deliver on our strategy and propel our company forward.

Ethics & Governance. We believe that doing the right thing every day is core to our character - and we are proud of our reputation for being a company that places ethics and integrity above all else.
Consistent with best-practices, we have established forward-looking goals for each of the directors attended 75%areas above, which are featured in our Sustainability Report along with examples of the progress we have made in each area. As a result of our efforts, in 2017 the company received the following national recognition:
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Included in the Dow Jones Sustainability Indices in 2017 for the sixth year, one of only five U.S. insurers

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

Sustainability Governance
In 2017, we took actions to improve our sustainability practices and enable the full Board to oversee ESG risks and opportunities that contribute to the long-term sustainability of the company:
•   First, we better defined the scope of ESG priorities at the company based, in part, on a materiality assessment we conducted in May, 2017, in which stakeholders (investors, employees, customers, community member and suppliers) were asked to identify and prioritize the ESG factors most important to them.
•Second, we formed a Sustainability Governance Committee comprised of senior leaders to set and help drive execution of the company's sustainability strategy, which reports up to the full Board at least annually.
The first such report was a deep dive on climate change and severe weather in February 2018, which, among other things, looked at (1) how the company is reducing its environmental impact; (2) how the company helps its customers reduce their environmental impact through its products, services and investments; and (3) how the company's Enterprise Risk Management function monitors and manages the risks associated with climate change and severe weather.
To learn more please access our Sustainability Report, which presents our sustainability goals and provides data and examples of our efforts to achieve those goals, and our Global Reporting Initiative (GRI) G4 Response, which offers greater detail on our activities at:https://www.thehartford.com/about-us/corporate-sustainability.
POLITICAL ACTIVITIES
The Nominating Committee reviews the company's political and lobbying policies and reports of political contributions annually. As part of our Code of Ethics and Business Conduct, we do not make corporate contributions to political candidates or parties, and we require that no portion of our dues paid to trade associations be used for political contributions. We do allow the use of corporate resources for non-partisan political activity, including voter education and registration. We have two political action committees (“PACs”), The Hartford Advocates Fund and The Hartford Advocates Federal Fund. The PACs are solely funded by voluntary contributions from eligible employees in management level roles. The PACs support candidates for federal and state office who are interested in understanding insurance issues and developing public policy to address them. Our website includes information on: (1) contributions made by The Hartford's PACs; (2) our policy on corporate contributions for political purposes; and (3) annual dues, assessments and contributions of $25,000 or more of the aggregate number of meetings of the Boardto trade associations and the committees on which he or she served. The average attendance of all directorscoalitions. To learn more, please access our 2017 Political Activities Report, at Board and committee meetings was approximately 94%https://ir.thehartford.com/corporate-governance/political-engagement. We encourage our directors to attend the Annual Meeting of Shareholders and all of our directors attended the Annual Meeting of Shareholders held on May 21, 2014, except Ms. Ruesterholz who had a scheduling conflict that pre-dated her appointment to the Board.


2018 Proxy Statement17
Selection of Nominees for Election to the Board

Criteria for Nomination to the Board of Directors and Diversity

BOARD AND GOVERNANCE MATTERS

BOARD COMPOSITION AND REFRESHMENT
DIRECTOR SUCCESSION PLANNING
The Nominating and Corporate Governance Committee is responsible for identifying and recommending to the Board candidates for Board membership. ItThroughout the year, the Nominating Committee actively considers the Board’s composition, skills and attributes to determine whether they are aligned with our long-term strategy and major risks. The succession planning process is informed by the results of the Board and committee evaluation processes, as well as anticipated needs in light of The Hartford’s retirement and tenure policies (described below). To assist the Nominating Committee in identifying prospective Board nominees when undertaking a search, the company retains an outside search firm. The Nominating Committee also considers candidates suggested by its members, other Board members, management and shareholders. In addition, at the request of the Nominating Committee, we have retained an outside search firm to identify prospective Board nominees.

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

•experience and its relevance to our business and objectives;

•financial and accounting expertise;

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

•personal and professional ethics, integrity and values; and

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

In addition, the Nominating Committee considers the candidate's potential contribution to the diversity of the Board.

In October 2016 the Nominating Committee launched a director search process in anticipation of the upcoming retirements of Charles Strauss and H. Patrick Swygert, who have reached the Board's mandatory retirement age and are unable to stand for re-election in May 2018. The Nominating Committee's process, outlined below, culminated in the election of Greig Woodring and Stephen McGill in October 2017, and Carlos Dominguez in December 2017. Woodring and McGill bring to the Board extensive insurance industry experience, aligned with our strategy of being a broader and deeper risk player, and Dominguez brings strong digital expertise, consistent with our strategy of becoming an easier company for agents and customers to work with.
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DIRECTOR TENURE
The Nominating Committee strives for a Board that includes a mix of varying perspectives and breadth of experience. Newer directors bring fresh ideas and perspectives, while longer tenured directors bring extensive knowledge of our complex operations. As part of its annual evaluation process, the Board assesses its overall composition, including director tenure. In addition, as noted above, the Board considers the independence of its members under applicable laws, regulations and the NYSE listing standards on an annual basis and does not believe the independence of any director nominee is compromised due to Board tenure.

In order to promote thoughtful Board refreshment, the Board has adopted the following in our Corporate Governance Guidelines:
•
Retirement Age.An independent director may not be nominated to stand for election or reelection to the Board after his or her 75th birthday, with limited exceptions for newly appointed directors over age 70, who may serve on the Board up to five years.
•
Tenure Policy.An independent director may not stand for reelection after serving as a director for 15 years.(1)
Under extraordinary circumstances only, the Corporate Governance Guidelines allow the Board to determine that the interests of The Hartford would be better served by nominating a director for re-election after he or she reaches an age or term limit described above for an additional one-year term, provided that exceptions under extraordinary circumstances may not be made more than twice for an individual director.



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

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BOARD AND GOVERNANCE MATTERS

The Board believes that these age and tenure policies provide discipline to the Board refreshment process, improve succession planning and support Board independence. Moreover, the policies supplement and strengthen the Board evaluation process as follows:
During the annual Board self-assessment process following an independent director's eighth year of service, the Lead Director (or the Chair of the Nominating Committee in the case of the Lead Director) will review with such independent director his or her independence, outside commitments, future plans and other matters that may impact ongoing service on the Board. 
Thereafter, during the annual Board self-assessment process following such director's twelfth year of service and each year thereafter, these discussions will also include the timing of the director’s retirement from the Board (i.e., after 15 years or earlier). 
Among the current director nominees, seven have fewer than five years of service, three have between five and ten years of service, and the remaining two have over ten years of service. The average tenure of the Board nominees is 5.5 years.
DIRECTOR DIVERSITY
The Board believes that a diverse membership with varying perspectives and breadth of experience is an important attribute of a well-functioning board and will contribute positively to robust discussion at meetings. The Nominating Committee considers diversity in the context of the Board as a whole and takes into account considerations relating to race, gender, ethnicity and the range of perspectives that the directors bring to their Board work. As part of its consideration of prospective nominees, the Board and the Nominating Committee monitor whether the directors as a group meet The Hartford'sHartford’s criteria for the composition of the Board, including diversity considerations.

The Nominating Committee makes a recommendation As part of our continuing efforts to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Nominating Committee.

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New Director Appointed in 2015

As described above, the Nominating Committee devotes substantial time to identifying qualified director candidates who complement the skills and experiences of existing directors so that the full Board brings a range of competencies andbring diverse perspectives to the oversightBoard, since 2010 we have added four female directors. In 2016, two became chairs of our Audit Committee and Compensation Committee, significantly increasing female leadership on the Board.

BOARD TENURE AND DIVERSITY
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DIRECTOR ONBOARDING AND ENGAGEMENT
All directors are expected to invest the time and energy required to gain an in-depth understanding of our business and strategy. When new directors join the Board, they receive materials to familiarize them with The Hartford, its strategy, leadership, financial performance, and governance. In addition, new directors devote multiple days to orientation with senior management. Sessions vary depending on the areas where the director needs or requests a “deep dive” and the committees he or she may be joining, but generally include overviews of director responsibilities; each of the company. Emblematic of those efforts was the appointmentcompany’s businesses; financial results; operations and technology; and enterprise risk management. At least one Board meeting each year, typically in 2015 ofSeptember, is devoted entirely to our newest director, Teresa Roseborough. Ms. Roseborough is a seasoned executivestrategy.
Our Board members also participate in other company activities and engage directly with significant business, regulatory, compliance, risk management and legal expertise. In addition, she brings insurance industry experience from her time spent as a senior legal executiveour employees at a Fortune 100 insurance company. Hervariety of events throughout the year. Recent examples include speaking at Professional Women’s Network and Enterprise Risk Management events, as well as attendance at an annual dinner with employees that are working on key strategic business experience, qualifications and skillspriorities and/or are set forth in detail on page 28. Ms. Roseborough's appointment was the culmination of a months-long search process that included consideration of numerous highly qualified director candidates. The search was led by the Chairman of the Nominating Committee and the Executive Vice President, Human Resources and included meetings between Ms. Roseborough and the Chairman and CEO, Presiding Director, each Nominating Committee member and other members of the Board and senior management.

engaged with our employee resource groups.

The Hartford Financial Services Group, Inc.
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SHAREHOLDER PROPOSED NOMINEES

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Governance Practices and Framework

Shareholder Proposed Nominees

The Nominating Committee will consider director candidates recommended by shareholders using the same criteria described above. Shareholders may also directly nominate someone at an annual meeting. Nominations for director candidates are closed for 2015.2018. To recommendnominate a candidate forat our 20162019 Annual Meeting, shareholders must deliver or mail their nomination submission to Donald C. Hunt, Vice President and Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155. Nominationsnotice must be received by our Corporate Secretary at the address below by February 19, 201615, 2019 and must include the information specified in our By-laws, including, but not limited to, the name of the candidate, together with a brief biography, an indication of the candidate'scandidate’s willingness to serve if elected, and evidence of the nominating shareholder'sshareholder’s ownership of our stock.

Common Stock.


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2018 Proxy Statement19
BOARD AND GOVERNANCE MATTERS

Pursuant to our proxy access By-law, a shareholder, or group of up to 20 shareholders, may nominate a director and have the nominee included in our proxy statement. The shareholder, or group collectively, must have held at least 3% of our Common Stock for three years in order to make a nomination, and may nominate as many as two directors, or a number of directors equal to 20% of the board, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements in our By-laws. Notice of proxy access director nominees for inclusion in our 2019 proxy statement must be received by our Corporate Secretary at the address below no earlier than November 6, 2018 and no later than December 6, 2018.

BackIn each case, submissions must be delivered or mailed to Contents

Director Compensation

Donald C. Hunt, Vice President and Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155.

Director Compensation


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BOARD AND GOVERNANCE MATTERS

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

For the 2013-20142017-2018 Board service year, non-management directors received an annual cash retainer of $65,000, $2,500 for each Board meeting attended, $2,000 for each committee meeting attended (except for the Finance, Investment and Risk Management Committee for which no fee was paid)$100,000 and a $150,000$160,000 annual equity grant of restricted stock. Consistent with market trends, for the 2014-2015 Board service year, we increased the annual cash retainer to $100,000 and the annual equity grant to $160,000, while eliminating Board and committee meeting attendance fees.

Annual Cash Fees

stock units (“RSUs”).

ANNUAL CASH FEES
Cash compensation for the 2014-20152017-2018 Board service year beginning on May 21, 2014,17, 2017, the date of the 20142017 Annual Meeting of Shareholders, and ending on May 20, 2015,16, 2018, the date of the 20152018 Annual Meeting, is set forth below:

below. In October 2016, following a market assessment, the Board increased the Nominating Committee Chair retainer from $10,000 to $15,000 and the Lead Director retainer from $25,000 to $35,000 to bring both retainers to market median levels effective for the 2017-2018 Board service year.

Annual Cash Compensation(1)
Director Compensation Program
Annual Retainer(1)$100,000 (all or a portion could be received in fully vested shares of common stock, at the election of the director)
Chair Retainer
$25,000 -– Audit Committee
$25,000 -– Finance, Investment and Risk Management Committee
$25,000 -– Compensation and Management Development Committee
$10,000 -15,000 – Nominating Committee
PresidingLead Director Retainer$25,00035,000
Variable Annuity
Talcott Resolution Board Working Group Stipend(2)
$10,000$10,000

(1)Directors who join the Board during the Board service year receive a pro rata portionmay elect to defer all or part of the annual Board cash retainer.retainer and any Committee Chair or Lead Director cash retainer into RSUs, to be distributed as common stock following the end of the director’s Board service.
(2)AAn annual amount paid to a group of directors dedicated to reviewingdiscussing with management risks and mitigation strategies for mitigating our variablerelated to Talcott Resolution, the company’s runoff life insurance and annuity risk exposures. See page 17 for more details.businesses; an agreement to sell this business was signed in December 2017.

ANNUAL EQUITY GRANT

Annual Equity Grant

In 2014,2017, directors received an annual equity grant of $160,000, payable solely in restricted stockRSUs pursuant to The Hartford 2014 Incentive Stock Plan.
The grants of restricted stock were made on August 1, 2014, the first day of the scheduled trading window following the filing of our Form 10-Q for the quarter ended June 30, 2014. The number of shares of each award of restricted stock was determined by dividing $160,000 by $34.03, the closing price of ourRSUs vest and are distributed as common stock as reported onat the NYSE on the dateend of the award. Directors who join the Board during the Board service year, receive a pro rata portionunless the director has elected to defer distribution until the end of Board service. Directors may not sell, exchange, transfer, pledge, or otherwise dispose of the annual restricted stock award. Dividends are payableRSUs. Resignation from the Board will result in a forfeiture of all unvested RSUs at the time of such resignation unless otherwise determined by the Compensation Committee.  However, RSUs will automatically vest upon the occurrence of any of the following events: (a) retirement from service on outstanding restricted stock awardsthe Board in accordance with our Corporate Governance Guidelines, (b) death of the director, (c) total disability of the director, as defined in the same amount and2014 Incentive Stock Plan, (d) resignation by the director under special circumstances where the Compensation Committee, in its sole discretion, consents to waive the same extentremaining vesting period, or (e) a “change of control,” as defined in the 2014 Incentive Stock Plan. Outstanding RSUs are credited with dividend equivalents equal to dividends paid to holders of our common stock.

Directors receiving restricted stock may not sell, assign or otherwise dispose of it until the restriction period ends. For awards granted in 2014, the restriction period lapses on the earlier of (i) May 20, 2015, the last day of the 2014-2015 Board service year or (ii) the first anniversary of the grant date. To the extent any of the following events occur prior to the date upon which restrictions lapse, the restriction period will end with respect to all of the restricted stock currently held by a director: (i) the director's retirement at age 75, (ii) a "change of control" (as defined in the 2014 Incentive Stock Plan), (iii) the director's death, or (iv) the director's disability (as defined in the 2014 Incentive Stock Plan). In the event the director's Board service otherwise terminates prior to the lapse of the restriction period, the restricted stock will be forfeited if the Compensation and Management Development Committee, in its sole discretion, so determines.

For the 2015-2016 Board service year beginning on May 20, 2015, directors will be granted $160,000 in the form of restricted stock units ("RSUs") rather than restricted stock. These RSUs will vest at the end of the Board service year and will be distributed as common stock unless the director has elected to defer the distribution until the end of Board service.

Also for the 2015-2016 Board service year, directors may elect to defer all or part of the $100,000 annual Board cash retainer (and any Committee Chair or Presiding Director cash retainer) into RSUs, to be distributed as common stock following the end of the director's Board service.

The Hartford Financial Services Group, Inc.
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OTHER

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Director Compensation

Other

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

Stock Ownership Guidelines and Restrictions on Trading

STOCK OWNERSHIP GUIDELINES AND RESTRICTIONS ON TRADING
The Board has established stock ownership guidelines for each director to obtain, by the third anniversary of the director'sdirector’s appointment to the Board, an ownership position in our common stock equal to five times his or her total annual cash retainer (including cash retainers paid for committee chair or presiding directorLead Director responsibilities). All directors with at least three years of Board service met the stock ownership guidelines as of December 31, 2014. 2017.
Our insider trading policy prohibits all hedging activities by directors, and permits directors to engage in transactions involving The Hartford's equity securities only through (1) a pre-established trading plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, or (2) during "trading windows"“trading windows” of limited duration following the filing with the SEC of our periodic reports on Forms 10-K and 10-Q and following a determination by the company that the director is not in possession of material non-public information. In addition, our insider trading policy grants us the ability to suspend trading of our equity securities by directors.

Director Summary Compensation Table


2018 Proxy Statement21
BOARD AND GOVERNANCE MATTERS

DIRECTOR SUMMARY COMPENSATION TABLE
We paid the following compensation to directors for the fiscal year ended December 31, 2014.

     
NameFees Earned or
Paid in Cash ($)		Stock Awards
($)(1)		All Other
Compensation ($)		Total ($)
Robert Allardice(2)151,000160,0001,878312,878
Trevor Fetter138,500160,000630299,130
Paul G. Kirk(3)12,000-1,38413,384
Kathryn A. Mikells(4)113,500160,000534274,034
Michael G. Morris(4)115,500160,0001,878277,378
Thomas Renyi(2,4)146,500160,0001,878308,378
Julie G. Richardson(2,4,5)150,400216,300624367,324
Virginia P. Ruesterholz(2)126,000160,000630286,630
Charles B. Strauss(2)150,500160,0002,826313,326
H. Patrick Swygert128,000160,0002,826290,826

2017.

Name
Fees Earned or
Paid in Cash
($)(1)

 
Stock Awards
($)(2)

 
All Other
Compensation
($)

 
Total
($)

Robert Allardice(3)
135,000
 160,000
 2,767
 297,767
Trevor Fetter135,000
 160,000
 811
 295,811
Stephen P. McGill(4)
41,700
 —
 312
 42,012
Kathryn A. Mikells100,000
 160,000
 271
 260,271
Michael G. Morris100,000
 160,000
 2,767
 262,767
Thomas Renyi100,000
 160,000
 2,767
 262,767
Julie G. Richardson(3)
135,000
 160,000
 571
 295,571
Teresa W. Roseborough100,000
 160,000
 811
 260,811
Virginia P. Ruesterholz(3)
135,000
 160,000
 811
 295,811
Charles B. Strauss(3)
125,000
 160,000
 2,767
 287,767
H. Patrick Swygert100,000
 160,000
 2,767
 262,767
Greig Woodring(4)
41,700
 —
 344
 42,044
(1)Directors Fetter, Mikells and Renyi each elected to receive vested RSUs in lieu of cash compensation. Ms. Richardson elected to receive vested RSUs in lieu of $125,000 of her cash compensation; the remaining $10,000 stipend was paid to her in cash. The vested RSUs will be distributed as common stock following the end of the director's Board service.
(2)These amounts shown in this column reflect the aggregate grant date fair value of restricted stockRSU awards granted during the fiscal year ended December 31, 2014. On March 4, 2014, following her appointment to the Board, Ms. Richardson received a pro-rated equity grant for the 2013-2014 Board service year valued at $56,300 based on the closing stock price of $35.83 pursuant to The Hartford 2010 Incentive Stock Plan. This award vested and distributed on May 21, 2014 at the same time as the other director grants for the 2013-2014 Board service year. All other grants were made on August 1, 2014 based on the closing stock price of $34.03 pursuant to The Hartford 2014 Incentive Stock Plan.2017.
(2)(3)A $10,000 stipend for service in the Variable AnnuityTalcott Resolution Board Working Group was paid to directors Allardice, Renyi, Richardson, Ruesterholz and Strauss. This stipend cannot be deferred.
(3)(4)The amount shown for Mr. Kirk reflects cash meeting fees earned between January 1, 2014McGill and his retirement from the Board on May 21, 2014.
(4)Directors Mikells, Morris, Renyi and Richardson elected to receive fully vested shares of our common stock in lieu of their $100,000 annual cash retainer.
(5)Ms. RichardsonMr. Woodring each received a pro-rated annual cash retainer of $24,400$41,700 upon hertheir appointment to the Board on January 8, 2014 for the 2013-2014 Board service year.December 20, 2017.


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Director Compensation

Director Compensation Table—Outstanding Equity

BOARD AND GOVERNANCE MATTERS

DIRECTOR COMPENSATION TABLE—OUTSTANDING EQUITY
The following table shows the number and value of unvested equity awards outstanding as of December 31, 2014.2017. The value of these unvested awards is calculated using a market value of $41.69,$56.28, the NYSE closing price per share of our common stock on December 31, 2014.29, 2017. The numbers have been rounded to the nearest whole dollar or share.

    
  Stock Awards 
NameStock
Grant Date		Number
of Shares or
Units of Stock
That Have Not
Vested (#)(1)		Market Value
of Shares or
Units of Stock
That Have Not
Vested ($)
Robert Allardice8/1/20144,702196,026
Trevor Fetter8/1/20144,702196,026
Kathryn A. Mikells8/1/20144,702196,026
Michael G. Morris8/1/20144,702196,026
Thomas Renyi8/1/20144,702196,026
Julie G. Richardson8/1/20144,702196,026
Virginia P. Ruesterholz8/1/20144,702196,026
Charles B. Strauss8/1/20144,702196,026
H. Patrick Swygert8/1/20144,702196,026

 
Stock Awards(1) 
Name
Stock
Grant Date(2)
 
Number
of Shares or
Units of Stock
That Have Not
Vested (#)(3) 

 Market Value
of Shares or
Units of Stock
That Have Not
Vested ($)
Robert Allardice 7/31/2017 2,921
 164,394
Trevor Fetter 7/31/2017 2,921
 164,394
Stephen P. McGill(4)
— —
 —
Kathryn A. Mikells 7/31/2017 2,921
 164,394
Michael G. Morris 7/31/2017 2,921
 164,394
Thomas Renyi 7/31/2017 2,921
 164,394
Julie G. Richardson 7/31/2017 2,921
 164,394
Teresa W. Roseborough 7/31/2017 2,921
 164,394
Virginia P. Ruesterholz 7/31/2017 2,921
 164,394
Charles B. Strauss 7/31/2017 2,921
 164,394
H. Patrick Swygert 7/31/2017 2,921
 164,394
Greig Woodring(4)
— —
 —
(1)Additional stock ownership information is set forth in the beneficial ownership table on page 63.
(2)The RSUs were granted on July 31, 2017, the first day of the scheduled trading window following the filing of our Form 10-Q for the quarter ended June 30, 2017.
(3)The number of RSUs of each award was determined by dividing $160,000 by $55.00, the closing price of our common stock as reported on the NYSE on the date of the award. The RSUs will vest on May 16, 2018, and will be distributed at that time in shares of the company’s common stock unless the director had previously elected to defer distribution of all or a portion of his or her annual RSU award until the end of Board service.  Directors Fetter, Mikells, Renyi and Richardson have made elections to defer distribution of 100% of their RSU award.
(4)Mr. McGill and Mr. Woodring each received a pro-rated restricted stock unit award valued at $66,700 on February 27, 2018, the first day of the Company’s scheduled trading window following the filing of the Company’s 2017 year-end report on Form 10-K. The number of RSUs subject to the award was determined by dividing the grant value ($66,700) by the closing market price per share of The Hartford common stock on the grant date of February 27, 2018. These awards will fully vest on the last day of the 2017-2018 Board year. Mr. McGill has elected to defer receipt of his RSU award until the end of his Board service.

 
(1)2018 Proxy StatementFor details regarding restricted stock granted in 2014, seeAnnual Equity Grant above.23

BOARD AND GOVERNANCE MATTERS


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board has adopted a Policy for the Review, Approval or Ratification of Transactions with Related Persons. This policy requires our directors and Section 16 executive officers to promptly disclose any actual or potential material conflict of interest to the Chair of the Nominating Committee and the Chairman for evaluation and resolution. If the transaction involves a Section 16 executive officer or an immediate family member of a Section 16 executive officer, the matter must also be disclosed to our General Auditor or Director of Compliance for evaluation and resolution.
We did not have any transactions requiring review under this policy during 2017.
COMMUNICATING WITH THE BOARD
Shareholders and other interested parties may communicate with directors by contacting Donald C. Hunt, Vice President and Corporate Secretary of The Hartford Financial Services Group, Inc.
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, One Hartford Plaza, Hartford, CT 06155. The Corporate Secretary will relay appropriate questions or messages to the directors. Only items related to the duties and responsibilities of the Board will be forwarded.

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

Director Nominees

By internetBy telephoneBy mail
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Visit 24/7
www.ethicspoint.com
1-866-737-6812 (U.S. and Canada)
1-866-737-6850 (all other countries)
The Hartford c/o EthicsPoint
P.O. Box 230369
Portland, Oregon 97281

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BOARD AND GOVERNANCE MATTERS

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

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

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

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

Experience / QualificationRelevance to The Hartford
LeadershipExperience in significant leadership positions provides us with specialnew insights, and demonstrates key management disciplines that are relevant to the oversight of our business.
Insurance and Financial Services IndustryIndustriesExtensive experience in the insurance and financial services industryindustries provides an understanding of the complex regulatory and financial environment in which we operate and is highly important to strategic planning and oversight of our business operations.
Digital/Technology
Digital and technology expertise is important in light of the speed of digital progress and the development of disruptive technologies both in the insurance industry and more broadly.

Corporate GovernanceAn understanding of organizations and governance supports management accountability, transparency and protection of shareholder interests.
Risk ManagementRisk management experience is critical in overseeing the risks we face today and those emerging risks that could present in the future.
Finance and AccountingFinance and accounting experience is important in understanding and reviewing our business operations, strategy and financial results.
Business Operations and Strategic PlanningAn understanding of organizationsbusiness operations and governance supports management accountability, transparencyprocesses, and protectionexperience making strategic decisions, are critical to the oversight of shareholder interests.our business, including the assessment of our operating plan and business strategy.
Risk ManagementRisk management experience is critical in overseeing the risks we face today and those emerging risks that could present in the future.
Finance and AccountingFinance and accounting experience is important in understanding and reviewing our business operations, strategy and financial results.
Business Operations and Strategic PlanningRegulatoryAn understanding of business operationslaws and processesregulations is important because we operate in a highly regulated industry and experience making strategic decisionswe are critical to the oversight of our business, including the assessment of our operating plan and business strategy.directly affected by governmental actions.
RegulatoryTalent ManagementAn understanding of lawsWe place great importance on attracting and regulations is important because we operate in a highly regulated industryretaining superior talent, and we are directly affected by governmental actions.motivating employees to achieve desired enterprise and individual performance objectives.
Talent ManagementWe place great importance on attracting and retaining superior talent, and motivating employees to achieve desired enterprise and individual performance objectives.

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




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2018 Proxy Statement25

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Director Nominees

BOARD AND GOVERNANCE MATTERS  

ROBERT B. ALLARDICE, III
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Age: 68

71

Director Since:
since: 2008

Independent

Select

Committees:Audit; Finance,Investment and Risk Management (Chair)
Other Public Company Directorships:
Ellington Residential Mortgage REIT(2013-present); GasLog Partners LP(2014-present)
Skills and Qualifications and Skills:

Leadership: ServedRelevant to The Hartford:

Mr. Allardice has served as a senior leader for multiple large, complex financial institutions, including as regional chief executive officer of Deutsche Bank Americas Holding Corporation, North and South America.

Financial Services Industry: Over He brings to the Board over 35 years of experience in the financial services industry, including at the senior executive officer level.

Finance and Accounting:Experience His experience leading capital markets-based businesses is relevant to the oversight of our investment management firmcompany and corporate finance activities. The Board has determined thatIn addition, Mr. Allardice meets the SEC's criteria of an audit committee "financial expert."

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

Corporate Governance:Director He has extensive corporate governance experience from service as a director and audit committee member for several large companies, including Vanguard Car Rental; Carlyle Capital Corp.; Citibank (South Dakota), NA; Ellington Housing, Inc. REIT; Ellington Residential Mortgage REIT; and GasLog Partners LP. Has servedseven years as chairmanChairman of the Board's Audit Committee since 2009.

Committee.
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CARLOS DOMINGUEZ
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Age:59
Director since: 2018
Independent
Committees: Audit (Chair); Finance, Investment and Risk Management

Management; Nominating and Corporate Governance

Other Public Company Directorships:
Medidata Solutions, Inc. (2008-present)
Skills and Qualifications Relevant to The Hartford:
Mr. Dominguez has more than 30 years of enterprise technology experience. He brings to the Board extensive and relevant digital expertise as the company focuses on data analytics and digital capabilities to continuously improve the way it operates and delivers value to customers. As president and chief operating officer of Sprinklr, Inc., Mr. Dominguez guides strategic direction and leads the marketing, sales, services, and partnerships teams for a leading social media management company. Prior to joining Sprinklr, he spent seven years as a technology representative for the chairman and CEO of Cisco Systems, Inc. In this role, Mr. Dominguez engaged with senior executives in the Fortune 500 and government leaders worldwide, sharing insights on how to leverage technology to enhance and transform their businesses. In addition, he led the creation and implementation of Cisco's Innovation Academy that delivered innovation content to Cisco employees globally.

Ellington Residential Mortgage REIT (2013-present); GasLog Partners LP (2014-present)

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  BOARD AND GOVERNANCE MATTERS

TREVOR FETTER
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Age: 55

 58

Director since:
2007

Independent

Select

Committees: Compensation and Management Development; Finance, Investment and Risk Management
Other Public Company Directorships:
Tenet Healthcare Corporation (2003-2017)
Skills and Qualifications and Skills:

Leadership: Over a decadeRelevant to The Hartford:

Mr. Fetter has nearly two decades of experience as the president and chief executive officer of Tenet Healthcare Corporation, amultiple publicly-traded healthcare company.

Financecompanies. He has demonstrated his ability to lead the management, strategy and Accounting: Significantoperations of complex organizations. He brings to the Board significant experience in corporate finance and financial reporting acquired through senior executive finance roles, including as a chief financial officer of a publicly-traded company.

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

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

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


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STEPHEN P. McGILL
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Age: 60
Director since: 2017
Independent
Committees: Compensation and Management Development (Chair);
Development; Finance, Investment and Risk Management

Other Public Company Directorships:
None
Skills and Qualifications Relevant to The Hartford:
Mr. McGill has over 25 years of insurance industry experience. With his deep understanding of the insurance industry, Mr. McGill brings significant and relevant risk management, regulatory and business expertise to the Board. As the leader of an international risk management and reinsurance brokerage, Mr. McGill is able to provide the Board with insights into complex distribution channels, what it takes to succeed in the marketplace, and profitably grow the company’s businesses. In addition, Mr. McGill brings an international perspective to the Board. He serves on the International Advisory Board of British American Business, and is past president of the Insurance Institute of London. In 2014, Mr. McGill was awarded a Commander of the British Empire (CBE) by Queen Elizabeth II in recognition for his exceptional service to the insurance industry and also for humanitarian services.

Tenet Healthcare Corporation (2003-present)

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2018 Proxy Statement27

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Director Nominees

BOARD AND GOVERNANCE MATTERS  

KATHRYN A. MIKELLS
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Age: 49

52

Director since:
2010

Independent

Select

Committees:Audit; Finance,Investment and Risk Management
Other Public Company Directorships:
Diageo plc (2015-present)
Skills and Qualifications and Skills:

Leadership: ExperienceRelevant to The Hartford:

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

Finance and Accounting: Significant She has significant experience in corporate finance and financial reporting acquired through senior executive roles in finance, including as a chief financial officer of multiple publicly-traded companies.

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

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

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


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

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MICHAEL G. MORRIS
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Age: 68

71

Director since:
2004

Independent

Select

Committees:Audit; Finance,Investment and Risk Management; Nominating and Corporate Governance
Other Public Company Directorships:
Alcoa Corporation (2002-present); AmericanElectric Power Company, Inc. (2004-2014); L Brands, Inc. (2012-present);Spectra Energy Corp. (2013-2017); Spectra Energy Partners GP, LLC (2017-present)
Skills and Qualifications and Skills:

Leadership: OverRelevant to The Hartford:

Mr. Morris has over two decades of experience as chief executive officer and president of multiple publicly-traded companies in the highly regulated energy industry.

Finance He brings to the Board significant experience as a senior leader responsible for the strategic direction and Accounting:management of complex business operations. In addition, tohe has experience overseeing financial matters in his roles as chairman, president and CEO of AEP, and as chairman, president and CEO of Northeast Utilities,Utilities. He has served on the audit committees of several publicly traded companies including The Hartford and Alcoa. The Board has determined that Mr. Morris meets the SEC's criteria of an audit committee "financial expert."

Business Operations and Strategic Planning: Significant experience as a senior leader responsible for the strategic direction and management of complex business operations in the energy and gas industry.

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

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

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

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

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Director Nominees

  BOARD AND GOVERNANCE MATTERS


THOMAS A. RENYI
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Age: 69

72

Director since:
2010

Independent

Select

Committees:Compensation andManagement Development; Finance,Investment and Risk Management
Other Public Company Directorships:
Public Service Enterprise Group(2003-present); Royal Bank of Canada(2013-present)
Skills and Qualifications and Skills:

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

Financial Services Industry:OverRelevant to The Hartford:

Mr. Renyi has over 40 years of experience leadingin the financial services industry, both domesticallydomestic and globally,global, including serving as Chairman and Chief Executive Officer of The Bank of New York Company, Inc. and the Bank of New York for 10 years.

Finance As a senior leader of complex financial services companies, Mr. Renyi managed operations, set strategic direction, and Accounting:Strongled the successful integration initiatives related to two major mergers. Mr. Renyi brings to the Board strong financial expertise acquired through key leadership roles at financial services companies, including in areas such as credit policy, securities servicing, capital markets and domestic and international banking.

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

Corporate Governance:Corporate He also has corporate governance expertise from service as chairman and director of large, public financial publicservices companies.

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

Other Public Company Directorships:
Public Service Enterprise Group
(2003-present); Royal Bank of
Canada (2013-present)

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JULIE G. RICHARDSON
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Age: 52

54

Director since:
2014

Independent

Select

Committees:Audit (Chair); Finance,Investment and Risk Management
Other Public Company Directorships:
Stream Global Services, Inc. (2009-2012); VEREIT, Inc. (2015-present); Yext, Inc. (2015-present); Arconic Inc. (2016-2018); UBS Group AG (2017-present)
Skills and Qualifications Relevant to The Hartford:
Ms. Richardson has over 25 years of financial services experience as a banker and Skills:

Leadership:investment professional at some of the world’s largest financial services firms. Previously, she led management of Providence Equity Partners' New York Office as partner and headed JPMorgan's Global Telecommunications, Media and Technology group.

Financial Services Industry:Over 25 years of financial services experience as a banker In these roles, Ms. Richardson demonstrated skills leading and investment professional at some of the world's largest financial services firms.

Finance and Accounting:Significantmanaging large, global teams. Ms. Richardson has significant experience in financial analysis and capital markets acquired as a senior leader at global financial services institutions.

Risk Management:Extensive She also has extensive risk management skills acquired through a long and distinguished career leadingas a leader in both private and public financial investment organizations.

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

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Committees: Audit; Finance, Investment and Risk Management

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

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Director Nominees

BOARD AND GOVERNANCE MATTERS  


TERESA WYNN ROSEBOROUGH
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Age: 56

59

Director since:
2015

Independent

Select

Committees:Compensation andManagement Development; Finance,Investment and Risk Management; Nominating and Corporate Governance
Other Public Company Directorships:
None
Skills and Qualifications and Skills:

Leadership: OverRelevant to The Hartford:

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

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

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

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

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


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VIRGINIA P. RUESTERHOLZ
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Age: 56
Director since: 2013
Independent
Committees:Compensation andManagement Development (Chair); Finance,Investment and Risk Management; Nominating and Corporate Governance

Other Public Company Directorships:
None

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VIRGINIA P. RUESTERHOLZ
Frontier CommunicationsCorporation (2013-present); Bed Bath & Beyond Inc. (2017-present)
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Age: 53

Director since:
2013

Independent

SelectSkills and Qualifications and Skills:

Leadership: HeldRelevant to The Hartford:

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

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

Finance and Accounting:FinancialMs. Ruesterholz also brings to the Board substantial financial and strategic expertise acquired through her role as president of various divisions within Verizon and most recently as Chair of the Finance Committee and Member of the Audit Committee at Stevens Institute of Technology.


Regulatory:Senior leader with extensive experience navigating the regulatory landscape of large-scale operations at a Fortune 100 company.

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

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

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

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Director Nominees

  BOARD AND GOVERNANCE MATTERS


CHARLES B. STRAUSS
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Age: 72

Director since:
2001

Independent

Select Qualifications and Skills:

Leadership:Nearly two decades of domestic and global leadership experience as an executive in the consumer products industry, including as President and Chief Executive Officer of Unilever United States, Inc.

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

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

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

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

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

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

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CHRISTOPHER J. SWIFT
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Age: 54

57

Director since:
2014

Select

Committees: Finance,Investment and Risk Management
Other Public Company Directorships:
None
Skills and Qualifications and Skills:

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

Finance and Accounting: During his CFO tenure, Relevant to The Hartford:

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

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

Business Operations and Strategic Planning: Mr. Swift leads the execution of our strategy, directs capital management actions and strategic investments, and oversees the continuous strengthening of the company'scompany’s leadership pipeline. As CFO, he led the team that developed the company'scompany’s go-forward strategy.

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

its Global Insurance Industry Practice.

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Committees:

GREIG WOODRING
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Age:66
Director since:2017
Committees: Audit; Finance, Investment and
Risk Management

Other Public Company Directorships:
Reinsurance Group of America, Incorporated (1993-2016); Sun Life Financial Inc. (Jan. - April 2017)
Skills and Qualifications Relevant to The Hartford:
Mr. Woodring brings significant and valuable insurance industry and leadership experience to the Board, demonstrated by his more than two decades leading Reinsurance Group of America, Incorporated (RGA), a leading life reinsurer with global operations. During his tenure, RGA grew to become one of the world’s leading life reinsurers, with offices in 26 countries and annual revenues of more than $10 billion. Mr. Woodring has demonstrated skills in areas that are relevant to the oversight of the company, including risk management, finance, and operational expertise. Mr. Woodring serves as chairman of the International Insurance Society, and is a fellow of the Society of Actuaries and a member of the American Academy of Actuaries. 

None

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2018 Proxy Statement31

AUDIT MATTERS
ITEM 2 

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Director Nominees

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
H. PATRICK SWYGERTcheckboxa01.jpg The Board recommends that shareholders vote “FOR”the ratification of the appointment of Deloitte & ToucheLLP as our independent registered public accounting firmfor the fiscal year ending December 31, 2018
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Age: 72

Director since:
1996

Independent

Select QualificationsIn accordance with its Board-approved charter, the Audit Committee is directly responsible for the appointment, compensation, retention and Skills:oversight of the independent external audit firm retained to audit the company’s financial statements. The Audit Committee has appointed Deloitte & Touche LLP (“D&T”) as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. D&T has been retained as the company’s independent registered public accounting firm since 2002. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm.


Leadership:Leadership roles at educational, governmental

In selecting D&T for fiscal year 2018, the Audit Committee carefully considered, among other items:
•the professional qualifications of D&T, the lead audit partner and cultural organizations provide himother key engagement partners;
•D&T’s depth of understanding of the company’s businesses, accounting policies and practices andinternal control over financial reporting;
•D&T’s quality controls and its processes for maintaining independence; and
•the appropriateness of D&T’s fees for audit and non-audit services.
The Audit Committee oversees and is ultimately responsible for the outcome of audit fee negotiations associated with a unique perspective on civicthe company’s retention of D&T. In addition, in conjunction with the mandated rotation of the audit firm’s lead engagement partner, the Audit Committee and cultural issues and regulatory affairs.

Business Operations and Strategic Planning:Significant experienceits chairperson are involved in strategic planning and organizational operations gained by leading the academic and financial revitalizationselection of both Howard UniversityD&T’s new lead engagement partner. The members of the Audit Committee and the UniversityBoard believe that the continued retention of Albany.

Regulatory:Regulatory experience acquired through serviceD&T to serve as a director of highly regulated publicly traded companies and as President of a state university.

Corporate Governance:Corporate governance expertise acquired through service as director of several large, publicly-traded companies; currently serves as Chairmanthe company’s independent external auditor is in the best interests of the Board's Nominatingcompany and Corporate Governance Committee.its investors.


Talent Management:As

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

Representatives of D&T will attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and University at Albany, SUNY, nearly two decades developing a diverse workforce and a high-performance culture needed for the achievement of academic goals.

will be available to respond to appropriate questions.

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

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

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Election of Directors

FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Item 1   Election of Directors

The Nominating Committee believes that the director nominees possess qualifications, skills and experience that are consistent with the standards for the selection of nominees for election to the Board set forth in our Corporate Governance Guidelines described on page24 and that they have demonstrated the ability to effectively oversee The Hartford's corporate, investment and business operations. Biographical information for each director nominee is set forth above, including the principal occupation and other public company directorships (if any) held in the past five years and a description of the specific experience and expertise that qualifies each nominee to serve as a director of The Hartford.

The Board recommends that shareholders vote "FOR" all nominees for election as directors.

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Audit Matters

Audit Matters

In this section, you will find:

•Report of the Audit Committee

•Fees of the Independent Registered Public Accounting Firm

•Audit Committee Pre-Approval Policies and Procedures

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Report of the Audit Committee

Report of the Audit Committee

The Audit Committee oversees The Hartford's financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. Deloitte & Touche LLP ("D&T"), our independent registered public accounting firm for 2014, is responsible for expressing opinions that (1) our consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows in conformity with generally accepted accounting principles and (2) we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014.

In this context, the Audit Committee has:

(1) reviewed and discussed the audited financial statements for the year ended December 31, 2014 with management;

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

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

Based on the review and discussions described in this report, the Audit Committee recommended to the Board that the audited financial statements should be included in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 for filing with the SEC.

Report Submitted: February 25, 2015

Members of the Audit Committee:

Robert B. Allardice, III, Chairman
Michael G. Morris
Julie G. Richardson
Virginia Ruesterholz
Charles B. Strauss

Fees of the Independent Registered Public Accounting Firm

The following table presents fees for professional services provided by D&T, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the "Deloitte Entities"“Deloitte Entities”) for the years ended December 31, 20142017 and 2013.

     
 Year Ended
December 31, 2014		Year Ended
December 31, 2013
Audit fees$15,188,000$16,205,000
Audit-related fees(1) 1,048,000 1,018,000
Tax fees(2) 1,070,000 307,000
All other fees(3) 134,000 690,000
Total$17,440,000$18,220,000

2016.

 Year Ended December 31, 2017
 Year Ended December 31, 2016
Audit fees$13,881,000
 $14,457,000
Audit-related fees(1)
$1,356,000
 $591,000
Tax fees(2)
$184,000
 $474,000
All other fees(3)
$—
 $69,000
Total$15,421,000
 $15,591,000
(1)Fees for the years ended December 31, 20142017 and 20132016 principally consisted of procedures related to regulatory filings and acquisition or divestiture related services and agreed-upon procedures reports.services.
(2)Fees for the years ended December 31, 20142017 and 20132016 principally consisted of tax compliance services and tax examination assistance.services.
(3)Fees for the yearsyear ended December 31, 2014 and 2013 principally2016 consisted of two separate internal controls projects.a benchmarking survey.

The Audit Committee reviewed the non-audit services provided by the Deloitte Entities during 20142017 and 20132016 and concluded that they were compatible with maintaining the Deloitte Entities'Entities’ independence.


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Audit Committee Pre-Approval Policies and Procedures

Audit Committee Pre-Approval Policies and Procedures

AUDIT MATTERS

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

At the beginning of the year, the

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

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


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REPORT OF THE AUDIT COMMITTEE

RatificationThe Audit Committee currently consists of Independent Public Accounting Firm

Item 2   Ratificationsix independent directors, each of whom is “financially literate” within the meaning of the Appointmentlisting standards of Independent Registered Public Accounting Firm

Consistent with SEC policiesthe NYSE. Directors Richardson, Allardice, Mikells, Morris and in accordance with its Board-approved charter,Strauss are “audit committee financial experts” within the meaning of the SEC’s regulations. The Audit Committee oversees The Hartford's financial reporting process on behalf of the Board. Management has appointedthe primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. Deloitte & Touche LLP as(“D&T”), our independent registered public accounting firm for 2017, is responsible for expressing opinions that (1) our consolidated financial statements present fairly, in all material respects, the fiscal year endingfinancial position, results of operations and cash flows in conformity with generally accepted accounting principles and (2) we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015. Prior to2017.

In this appointment,context, the Audit Committee carefully consideredhas:
(1)reviewed and discussed the audited financial statements for the year ended December 31, 2017 with management;
(2)discussed with D&T the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, Communications with Audit Committees; and
(3)received the written disclosures and the letter from D&T required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with D&T the independent accountant’s independence.
Based on the prior performancereview and quality controls of Deloitte & Touche LLP and concluded it was capable of providing high quality, independent auditing services.

Although shareholder ratification of the appointment of Deloitte & Touche LLP is not required, the Board requests ratification ofdiscussions described in this appointment by the shareholders. If shareholders fail to ratify the selection,report, the Audit Committee will reconsider whether or notrecommended to retain Deloitte & Touche LLP.

Representatives of Deloitte & Touche LLP will attend the Board that the audited financial statements should be included in the company’s Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

The Board recommends that shareholders vote "FOR" the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firmReport on Form 10-K for the fiscal year endingended December 31, 2015.

2017 for filing with the SEC.
Report Submitted: February 21, 2018
Members of the Audit Committee:
Julie G. Richardson, Chair
Robert B. Allardice, III
Kathryn A. Mikells
Michael G. Morris
Charles B. Strauss
Greig Woodring

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COMPENSATION MATTERS

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Compensation Matters

Compensation Matters

ITEM 3
ADVISORY APPROVAL OF 2017 COMPENSATION OF NAMED EXECUTIVE OFFICERS
checkboxa02.jpgThe Board recommends that shareholders vote “FOR” thebelow resolution to approve our compensation of namedexecutive officers as disclosed in theCompensation Discussionand Analysis, the compensation tables and the narrativediscussion contained in this proxy statement.
Section 14A of the Securities Exchange Act of 1934, as amended, provides our shareholders with the opportunity to vote to approve, on an advisory basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the rules of the SEC. We currently intend to hold these votes on an annual basis.

As described in detail in the Compensation Discussion and Analysis beginning on page 35, our executive compensation program is designed to promote long-term shareholder value creation and support our strategy by: (1) encouraging profitable growth consistent with prudent risk management, (2) attracting and retaining key talent, and (3) appropriately aligning pay with short- and long-term performance. The advisory vote on this resolution is not intended to address any specific element of compensation; rather, it relates to the overall compensation of our NEOs, as well as the philosophy, policies and practices described in this proxy statement. You have the opportunity to vote for, against or abstain from voting on the following resolution relating to executive compensation:

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

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


In this section, you will find:

•Compensation Discussion and Analysis

•Report of the Compensation and Management Development Committee

•Compensation and Management Development Committee Interlocks and Insider Participation

•Executive Compensation Tables

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Compensation Discussion and Analysis

Compensation Discussion and Analysis

COMPENSATION MATTERS

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

NameTitle
Christopher SwiftChairman and Chief Executive Officer
Beth BombaraExecutive Vice President and Chief Financial Officer
Douglas ElliotPresident
Brion JohnsonExecutive Vice President and Chief Investment Officer; President of HIMCO and Talcott Resolution
William BloomExecutive Vice President, Operations, Technology & Data
Robert RuppFormer Executive Vice President and Chief Risk Officer
Liam McGeeFormer Chairman, President and Chief Executive Officer

Executive Summary

Executing on Our Strategy

Transforming Our Business

EXECUTIVE SUMMARY
PERFORMANCE HIGHLIGHTS
2017 Financial Results
In 2017, in the face of a competitive market and historically high industry catastrophe losses, The Hartford delivered very strong business results. In addition, we achieved several major accomplishments including an agreement to Improve Profitabilitysell Talcott Resolution, our life and Reduce Risk

Beginning in 2012, we launched a multi-year strategy to transform from a diversified financial services company to one focused on our Property & Casualty ("P&C"), Group Benefits,annuity run-off business; the acquisition of Aetna Inc.'s U.S. group life and Mutual Funds businesses. We generated significant capital benefits throughdisability business; and the salestransfer of 29% of our Individual Life and Retirement Plans businesses, and stopped selling new annuity policies, a business that had contributedoutstanding pension liabilities to our stock price volatility in recent years. Most recently, we sold our U.K. and Japan life subsidiaries in December 2013 and June 2014, respectively. The Japan sale was particularly important to our strategy, as it permanently eliminated what was the most volatile portion of our annuity book of business.

Using OurPrudential Financial, Strength to Return Capital to Our Shareholders

In 2014 we improved profitability. Core earnings expanded in P&C, Group Benefits and Mutual Funds. In addition, written premiums and underwriting margin increased in P&C, core earnings after-tax margin improved in Group Benefits and sales remained strong in Mutual Funds. Our increased financial flexibility has allowed us to invest in technology to enhance our competitiveness and the quality of our customer experience, and to take significant actions to return capital to our shareholders. In February 2014 we announced a 2014-2015 equity and debt capital management plan totaling $2.656 billion. The sale of our Japan life subsidiary allowed us to increase the capital management plan in July 2014, bringing the total authorization for the 2014-2015 period to approximately $4 billion, including $2.775 billion for equity repurchases and $1.156 billion in debt reduction. In 2014, we executed share repurchases of approximately $1.8 billion, increased our quarterly common stock dividend by 20% to $0.18 per share and repaid $200 million of debt.

Transitioning to New Leadership

We underwent a significant leadership transition in 2014. The Board appointed a new executive management team following Liam McGee's decision in June to step down as CEO and President. All members of the new leadership team were internal candidates, a testament to the strength of the Board's succession planning. The new leadership team had also been instrumental in developing and executing our strategy, enabling a smooth transition.

Focusing on the Future

Following the Japan sale and the successful leadership transition, we view our transformation as essentially complete, and we are focused on the future. Our primary objectives are to improve return on equity and grow book value per share to drive top quartile shareholder returns. While there is still work to be done, the Board and management are pleased with the progress we made in 2014.

Key Accomplishments in 2014

Inc.

     
Announced Agreement to Sell Talcott ResolutionAcquired Aetna's U.S. Group Life and Disability BusinessReduced Pension Liabilities by $1.6 Billion
•  Sale will complete our exit of individual life and annuity run-off business

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

• Provides $2.7 billion of value to shareholders

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

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

•  Increases operating scale and enhances analytical and claims capabilities

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

•  Enhances The Hartford's distribution footprint

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

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

•  Ensured uninterrupted service and processing

•  Resulted in a $488 million charge after tax
The combination of our strategic decisions and record catastrophe losses, along with the impact of U.S. corporate tax reform resulted in a full year net loss of $3.1 billion, which included a $2.9 billion loss on discontinued operations related to the sale of Talcott Resolution, an $877 million charge for the reduction in U.S. corporate tax rate, and a $488 million, after tax, charge for the pension transfer. While the losses from these three items are material, we view our accomplishments this year, including continued development of products, capabilities and talent, as significantly improving our long-term earnings, ROE and risk profile. The loss associated with the sale of Talcott Resolution and the charge resulting from the pension transfer were both related to the resolution of certain legacy liabilities from the operation of the business in prior years. The sale of Talcott Resolution is expected to improve our future ROE and earnings growth profile and enhance financial flexibility to improve The Hartford’s performance in future years, while the pension transfer reduces our long-term pension obligations and exposure to potential future volatility. The charge arising from U.S. tax reform is a financial accounting charge incurred in 2017 due to the reduction in U.S. corporate tax rates, which should benefit shareholders in years after 2017, and is wholly unrelated to any of The Hartford’s operations or decisions by management.






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


2018 Proxy Statement35
COMPENSATION MATTERS

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

As a result of the net loss, the company’s full year 2017 ROE - net loss was (20.6)% compared with a net income ROE of 5.2% for full year 2016. However, core earnings ROE* was 6.7% in 2017, up from 5.2% in 2016 due to a $102 million increase in core earnings in 2017 and a decline in stockholders' equity, excluding accumulated other comprehensive income (AOCI). The decline in stockholders' equity excluding AOCI compared with Dec. 31, 2016 was due to the 2017 net loss, as well as share repurchases and common stockholder dividends paid during the year.
2017 Business Performance
In 2017, we delivered excellent earnings in Group Benefits and Mutual Funds and increased net investment income. Personal Lines core earnings improved compared to 2016, reflecting the impact of the company’s multiple profitability initiatives over the last two years. Commercial Lines underwriting results declined, primarily due to catastrophes and challenging market conditions. Our annual incentive plan funding level is based primarily on core earnings performance (as adjusted for compensation purposes) against the annual operating plan reviewed by the Board at the start of the performance/fiscal year. The following table highlights business performance against the 2017 operating plan for key business metrics that drive core earnings results.
Commercial Lines
•  Combined ratio of 97.3 was higher than plan, primarily due to higher catastrophe losses
• Underlying combined ratio* of 92.0 was modestly higher than plan, primarily due to higher expenses
  
Improved ProfitabilityPersonal Lines• Combined ratio of 104.2 was higher than plan due to higher catastrophe losses
• Underlying combined ratio of 93.0 was favorable to plan due to profitability improvement initiatives
 
Reduced RiskGroup Benefits• Net income and core earnings margin* were 7.2% and 5.8% respectively, both exceeding plan
• Acquired Aetna's U.S. group life and disability business, making The Hartford the second largest group life and disability insurer in the U.S.
 
Returned CapitalMutual Funds• Net income was $106 million, exceeding plan
• Total assets under management increased 18% over 2016, driven by market appreciation and positive net flows
 
Transitioned LeadershipInvestment Operations• Total P&C net investment income before tax was $1,196 million, reflecting returns on limited partnerships and other alternative investments well ahead of plan

•Increased core earnings
by 9%

•Achieved significant margin improvement in P&C net investment income before tax, excluding limited partnerships and Group Benefits*

other alternative investments, was higher than plan at $1,062 million

•Sold Japan annuities business

•Reduced variable annuity policy count by 13%

•Reduced fixed annuity policy count by 18%

•Repurchased $1.8 billion of common shares

•Reduced debt by $200 million

•Increased quarterly dividend by 20%

•Executed a seamless leadership transition following Liam McGee's decision to step down

•All members of the new leadership team were internal candidates

* Combined ratio, excluding catastrophes and prior year loss reserve development for P&C; after-tax core earnings margin for Group Benefits

The Hartford Financial Services Group, Inc.
2015 Proxy Statement


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Compensation Discussion and Analysis

Delivering Superior Shareholder Returns

Strong financial performance, a significantly improved risk profileAs we enter 2018, we are focused on the successful integration of the Aetna acquisition and the financial flexibility to return capital to shareholders while continuing to investseparation and sale of Talcott Resolution, as well as the continued investment in our businesses has helped drive superiorfor long-term growth and shareholder returns. In 2014, we outperformed relevant benchmarks, including the S&P 500, S&P 500 P&C and S&P Insurance Composite indices, as illustrated on the right. We significantly outperformed these indices over three years as well. The chart below illustrates our performance,value creation. Management and the transformative actionsBoard are confident that we have taken, beginningare taking the right steps to continue to drive profitable growth, with an improved risk, earnings growth and ROE profile due in 2012.

One-Yearlarge part to our strategic accomplishments in 2017.

Capital Management and Total Shareholder Return*

oneyeartsr.jpg

Three-Year Total Shareholder Return and Key Management Actions*

keymanagementactions-new.jpg

*Timeline not to scale.

**Total capital management plan authorization for 2014-2015: $2.775 billion in equity repurchases; $1.156 billion in debt reduction; and 20% increase to quarterly dividend.

Returns
During the year the company repurchased 20.2 million common shares for $1.0 billion, repaid $416 million of senior debt at maturity, declared a 9% increase in the quarterly dividend to $0.25 per common share and paid $341 million of common dividends. The following chart shows The Hartford’s total shareholder returns ("TSR") relative to the S&P 500, S&P 500 Insurance Composite, and S&P P&C indices.

totalshareholderreturnsp8a04.jpg


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36www.thehartford.com

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Compensation Discussion and Analysis

2014 Compensation Highlights

  COMPENSATION MATTERS

DecisionRationale
The Compensation Committee approved an annual incentive plan ("AIP") funding factor of 138%, making no adjustments to the formulaic calculation. (page 47)Performance against pre-established financial targets resulted in a formulaic AIP funding factor of 138% of target. The Compensation Committee undertook a qualitative review of performance and concluded that the formulaic AIP funding factor appropriately reflected 2014 performance. Accordingly, no adjustments were made.
The independent directors approved a transition agreement providing compensation terms for Liam McGee in his role as an advisor during the leadership transition. (page 51)In order to ensure an orderly transition, the independent directors felt that it was important to retain Mr. McGee's services beyond his resignation as President and CEO.2017 COMPENSATION HIGHLIGHTS
The Board promoted a new leadership team consisting entirely of internal candidates and the Compensation Committee (and, in the case of the CEO, the independent directors) determined target total compensation levels for their new roles. (page 50)Our robust talent development program provided a deep bench of internal talent. The target total compensation opportunity was increased for each promoted executive to reflect their new roles and was determined using the process described in theBenchmarking section beginning on page 46. No additional LTI was granted at the time of their promotions.

The table below reflects the 2014 compensation package (base salary, AIP award and long-term incentive ("LTI") award) for each active NEO. Although this table is not a substitute for the Summary Compensation Table information beginning on page55, we believe it provides a simple and concise picture of compensation decisions made for the active NEOs in 2014.

               
Compensation Component C. Swift  B. Bombara  D. Elliot  B. Johnson  R. Rupp
Base Salary Rate(1)$1,000,000 $625,000 $900,000 $500,000 $600,000
2014 AIP Award$2,139,000 $1,350,000 $1,800,000 $1,450,000 $1,600,000
2014 LTI Award(2)$2,200,000 $1,000,000 $2,000,000 $1,100,000 $1,400,000
Total 2014 Compensation Package(3)$5,339,000 $2,975,000 $4,700,000 $3,050,000 $3,600,000

(1)Reflects base salary rate at 12/31/2014 following promotion of Messrs. Swift, Elliot and Johnson and Ms. Bombara.
(2)Reflects the dollar amount of the award as approved by the Compensation Committee rather than the fair value (calculated in accordance with FASB ASC Topic 718), which is shown in theSummary Compensation Table.
(3)Excludes items shown under "Change in Pension Value and Nonqualified Deferred Compensation Earnings" and "All Other Compensation" columns in theSummary Compensation Table.

Shareholder Engagement and "Say-on-Pay" Results

In the fall of 2014, as part of the annual shareholder outreach program we began in 2011, management engaged with shareholders representing over 40% of shares outstanding to discuss the 2014 "Say-on-Pay" vote and other important compensation and governance matters. At last year's Annual Meeting, shareholders voted 80% in favor of our "Say-on-Pay" proposal. This is a lower level of support than we have received in the past which, based on discussions with shareholders, we believe reflects, in part, shareholder reaction to special equity awards granted to certain of our Senior Executives in October 2013. No such awards were made in 2014. Shareholder feedback is shared with the Compensation Committee and the Nominating and Corporate Governance Committee and provides a deeper understanding of voting results.

In general, the feedback received was positive and most of the shareholders we engaged with:

•Supported re-combining the roles of Chairman and CEO, provided the Board maintains a strong independent presiding director role;

•Validated the Compensation Committee's use of qualitative factors to adjust the formulaic AIP funding factor so long as any adjustment is reasonable and thoroughly explained;

•Expressed a desire for robust disclosure of talent development, succession planning and director skills and qualifications; and

•Confirmed that our compensation and governance policies and practices were generally sound and aligned with shareholders' interests.

The Hartford Financial Services Group, Inc.
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Compensation Discussion and Analysis

Each year, the Compensation Committee takes the results of the Say-on-Pay vote and the shareholder engagement program into consideration as it makes compensation decisions. Many elements of our 2014 compensation plan design are directly responsive to feedback we have received from shareholders:.

What we heard from shareholdersWhat we did in response
Desire for multiple performance metrics for performance shares⇨Added Compensation Core ROE as a second metric, along with peer-relative total shareholder return ("TSR"), for 2014 performance share grants
Concern regarding performance share payout opportunity for TSR performance significantly below target⇨Established threshold performance levels for the TSR and ROE components of performance share awards beginning in 2014, below which no payout will be made
Concern regarding single-trigger equity vesting upon a change of control⇨Adopted double trigger equity vesting in The Hartford 2014 Incentive Stock Plan upon a change of control so long as awards are assumed or replaced with substantially equivalent awards

Overview of Compensation Program

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

The table below reflects the 2017 compensation package (base salary, annual incentive plan ("AIP") award and long-term incentive ("LTI") award) for each active NEO. Although this table is not a substitute for the Summary Compensation Best Practices

Tableinformation beginning on page 50, we believe it provides a simple and concise picture of2017 compensation decisions.
Compensation ComponentC. Swift
 B. Bombara
 D. Elliot
 B. Johnson
 W. Bloom
Base Salary Rate$1,100,000
 $700,000
 $925,000
 $525,000
 $550,000
2017 AIP Award$4,675,000
 $1,900,000
 $3,150,000
 $2,300,000
 $1,575,000
2017 LTI Award$7,500,000
 $1,750,000
 $5,000,000
 $1,500,000
 $1,000,000
Total 2017 Compensation Package$13,275,000
 $4,350,000
 $9,075,000
 $4,325,000
 $3,125,000
2017 Compensation DecisionRationale
The Compensation Committee approved an AIP funding level of 170% of target.Performance against pre-established Compensation Core Earnings targets resulted in a formulaic AIP funding level of 183% of target. The Compensation Committee reduced this funding level to 170% based on certain qualitative factors, including quality of P&C earnings (excluding catastrophes), which, while strong in a very competitive market, were relatively flat to budget. (page 44)
The Compensation Committee certified a 2015-2017 performance share award payout at 104% of target.The company's TSR during the performance period was at the 40th percentile relative to 18 peer companies, resulting in a payout of 75% of target for the TSR component (50% of the award). The company's average annual Compensation Core ROE during the performance period was 9.4%, resulting in a payout of 134% of target for the ROE component (50% of the award). (page 47)
As a result of the December 3, 2017 agreement to sell the Talcott Resolution business, the Compensation Committee took actions to ensure that Talcott Resolution core earnings through September 30, 2017 were included in the determination of the AIP funding level and ROE results for performance shares.
Upon signing an agreement to sell Talcott Resolution, GAAP accounting required that financial results from the business be reclassified as discontinued operations, which are excluded from core earnings. The Compensation Committee determined that including Talcott Resolution core earnings for the period in which management was both actively managing the business and separately reporting its results externally was appropriate. In addition, AIP and performance share targets were established assuming Talcott Resolution operating results were included in the business mix. (page 44)

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


2018 Proxy Statement37

The Compensation Committee regularly reviews

COMPENSATION MATTERS

COMPENSATION BEST PRACTICES
Our current compensation best practices in executive compensation. Our current best practices and policies include the following:

What We Do
✓Approximately 88%90% of current CEO target annual compensation and 83%84% of other NEO target annual compensation are variable based on performance, including stock price performance
✓Senior Executives are eligible for the same benefits as full-time employees generally, including health, life insurance, disability and retirement benefits
✓SeveranceCash severance benefits payable upon a change of control do not exceed 2x the sum of base pay plus target bonus, and are only paid upon a valid termination following a change of control ("double trigger")
✓Double trigger requirement for change of control benefits and vesting of equity awards upon a change of control (so long as the awards are assumed or replaced with substantially equivalent awards)
✓No excise tax gross-up upon a change of control
✓No individual employment agreements
✓Independent Board compensation consultant performsdoes not provide other services only forto the Compensation Committeecompany
✓Comprehensive risk mitigation in plan design and annual review of compensation plans, policies and practices
✓All employees and directors are prohibited from engaging in hedging, monetization, derivative and similar transactions with company securities
✓Senior Executives are prohibited from pledging company securities
✓Executive perquisites are limited; no tax gross-ups are provided on perquisites
✓Stock ownership guidelines for directorsDirectors and Senior Executives;Executives are subject to stock ownership guidelines; compliance with guidelines is reviewed annually
✓Compensation peer groups are evaluated periodically to align with investor expectations and changes in market practice or our businessesbusiness mix
✓Competitive burn rate and dilution for equity program
✓Competitive burn rate and dilution
What We Don't Do
û
No excise tax gross-up upon a change of control or income tax gross-up for equity programperquisites

In furtherance of our commitment to best practices, our 2014 Incentive Stock Plan does not allow the following:

ûNo individual employment agreements
×ûGrantingNo granting of stock options with an exercise price less than the fair market value of our common stock on the date of grant
×û
Re-pricingNo re-pricing (reduction in exercise price) of stock options
×ûUnderwaterNo underwater cash buy-outs
×ûInclusion ofNo reload provisions in any stock option grant
×ûPaymentNo payment of dividends on unvested performance shares


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PAY MIX

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Compensation Discussion and Analysis

Pay Mix

NEO compensation is weighted towards variable compensation (annual and long-term incentives), where actual amounts earned may differ from targeted amounts based on company and individual performance. Each NEO has a target total compensation opportunity that is assessedreviewed annually by the Compensation Committee (and by the independent directors, in(in the case of the CEO)CEO, by the independent directors) to ensure alignment with our compensation objectives and market practice.

As the following charts show, approximately 88%

Approximately 90% of current CEO target annual compensation and approximately 83%84% of other NEO target annual compensation are variable based on performance, including stock price performance.

paymix.jpg

*Excludes Mr. McGee

performance:

PAY MIX  | CEO
PAY MIX  | OTHER NEOs
paymixceop9a01.jpg
paymixotherneop9a01.jpg

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Components of Compensation Program

COMPENSATION MATTERS

COMPONENTS OF COMPENSATION PROGRAM
Each Senior Executive has a target total compensation opportunity comprised of both fixed (base salary) and variable (annual and long-term incentives) compensation. In addition, Senior Executives are eligible for benefits available to employees generally. This section describes the different components of our compensation program for Senior Executives, and lays out the framework in which compensation decisions are made.1 For a discussion of the 20142017 compensation decisions made within this framework, seePay for Performance beginning on page47 and 2014Named Executive Officer Compensation and Performance beginning on page 50.

Base Salary

44.

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

Annual Incentive Plan ("AIP") Awards

ANNUAL INCENTIVE PLAN AWARDS
Our employees, including the Senior Executives, are eligible to earn cash awards under the AIPannual incentive plan ("AIP") based on company and individual performance.Each employee has a target AIP opportunity that is set as a percentage of base salary. At the conclusion of each year, theThe Compensation Committee establishes an annual AIP funding factor that is derived through a holistic review of company performance. The AIP funding factor isuses the main driver in determining the amount of individual AIP awards. For 2014, the Compensation Committee used the following three-step process to determine individual Senior Executive AIP awards. Actual results for 2017 are described on pages 44-46.
STEP 1: Financial Performance Against Target (Primary Criterion)Produces the formulaic company AIP funding level
The AIP funding level is based primarily on core earnings performance (Steps 1 and 2) is described underPay for Performance beginning on page47 and actual individual performance (Step 3) is described under2014 Named Executive Officer Compensation and Performance beginning on page50.

_____________________
1 Employees and Senior Executives directly supporting our mutual funds business have an independent compensation program and thus do not participate inagainst the AIP or LTI programs described in this section. Noneannual operating plan reviewed by the Board at the start of the Senior Executives who directly support the mutual funds business is a current NEO.

The Hartford Financial Services Group, Inc.
2015 Proxy Statement


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Compensation Discussion and Analysis

Step 1: Financial Performance Against Target (Primary Criterion)

Financial performance against target is the primary criterion in determining the AIP funding factor. Core earnings is the basis for measuring financial performance.performance/fiscal year. The Compensation Committee selected core earnings because:

•

the Committee believes it best reflects annual operating performance;

•

it is thea metric investment analysts commonly look to when evaluating annual performance;

•

it is prevalent among peers; and
all employees can impact it; and

it.

•it is prevalent among peers.

At the beginning of each year, the Compensation Committee approves a definition of "Compensation Core Earnings" that specifies in advance certain items that will be adjustedCertain adjustments are made to core earnings for at the end of that year, such as accounting changes, catastrophe losses above or below budget, or unusual or non-recurring items. The Compensation Committee excludes the impact of these items because it believes they do not reflect the performance of our underlying businesses, and it wantscompensation purposes to ensure that management is held accountable for performance it controlsoperating decisions made that year, and is neither advantaged nor disadvantaged for the effect of certain items outside its control. TheAt the beginning of the year, the Compensation Committee'sCommittee approves a definition of "Compensation Core Earnings." The definition lists adjustments that will be made to core earnings at year-end in order to arrive at "Compensation Core Earnings," such as accounting changes, catastrophe losses above or below budget, and unusual or non-recurring items. The 2017 definition and a reconciliation from GAAP net income to Compensation Core Earnings for 2014 isare provided inAppendix A.

As illustrated below, target performance (i.e., achievement of the operating plan) results in an AIP funding level of 100% of target. The Compensation Committee also sets a Compensation Core Earnings target, which is consistent with the annual operating plan reviewed by the Board prior to the start of the fiscal year. The 2014 AIP financial target is set forth under 2014 AIP Performance on page 47. If the company performs at target, the formulaic AIP funding factor is 100%.

In addition to setting a target, the Compensation Committee establishes a threshold performance level, below which no AIP awards are earned, as well as a maximum funding level for performance significantly exceeding target. Actual company performance in relation to target results in a formulaicAs described on p. 44, for 2017 AIP funding factor, as illustrated below.

awards, the Compensation Committee revised the Compensation Core Earnings

aipscenario1.jpg

target as a result of the sale of Talcott Resolution.

 
Because the operating plan forms the basis for both our annual fiscal year earnings outlook communicated to investors and the AIP financial targets, the interests of our Senior Executives in achieving strong earnings are aligned with those of our shareholders. •Both the Board and management deem our annual fiscal year earnings outlookoperating plan and the associated AIP financial target to be achievable only with strong performance, requiring significantbusiness performance.
•Key business metrics within the plan, such as combined ratios and P&C net investment income, drive core earnings growth primarily across P&C and Group Benefits.results.
•The outlook for these metrics are announced to investors at the beginning of each year, which helps align the interests of our Senior Executives with our shareholders, as meeting or exceeding the outlooks is a major determinant of the AIP funding level.
  COMPENSATION CORE EARNINGS
compcoreearningsp39da01.jpg


aipstep1.jpg

Step 2: Qualitative Review (Secondary Criteria)

Once the formulaic AIP funding factor is determined,

2018 Proxy Statement39
COMPENSATION MATTERS

STEP 2: Qualitative ReviewProduces the final company AIP funding level
To ensure a holistic review of performance, the Compensation Committee reviewsalso considers a number of qualitative factors, including achievements that cannot be measured formulaically, or are not yet evident in our financial performance. As a result of itsthis qualitative review, the Compensation Committee may if it deems appropriate,decide to adjust the formulaic AIP funding factorlevel up or down to arrive at an AIP pool funding level more commensurate with company performance in light of factors than cannot be captured by an exclusively formulaic approach.these additional factors. Among the qualitative factors the Compensation Committee considers are the following broad performance categories:

Performance Criteria and Metrics AppliedRationale

Non-financial and Strategic Objectives:

How did management's accomplishments compare to expectations?

⇨Performance against non-financial and strategic objectives including efficiency, diversity, employee engagement, risk management and compliance⇨Provides the Compensation Committee flexibility in assessing company achievements that are difficult to quantify or implement


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Compensation Discussion and Analysis

Performance CriteriaMetrics AppliedRationale

Quality of Earnings:

How did results reflect the underlying performance in the year being evaluated?

⇨Earnings earnings driven by current accident year activity, including policyholder retention, new business, underwriting profitability and expense management⇨Provides the Compensation Committee an opportunity to assessAn assessment of how current accident year activity drove the financial performance which informs current year compensation decisions

Peer Relative Performance:

How did we perform relative to peers?

Non-Financial and Strategic Objectives: strategic initiatives and transactions, diversity, employee engagement, risk management and compliance
⇨These achievements are critical for long-term success, but impacts may not be reflected in current year-end financials or may result in accounting charges in a particular period
Performance
Peer-relative Performance: performance relative to peers on metrics such as stock price and earnings performance
⇨Encourages focusHow the company performed on overall company performancea relative tobasis across the industry peersis not captured in the quantitative formula

The Compensation Committee believes that grounding the AIP funding factorlevel in formulaic financial performance against targets, but retaining the flexibility to adjust itthe funding level to reflect qualitative factors, allows it to arrive at a final AIP funding factorlevel that (1) best reflects holistic performance (2)and is aligned with shareholder interests, and (3) attracts, retains and incentivizes employees who contribute to the long-term value of the company. Historically, the Compensation Committee has used the qualitative review to both increase and decrease the AIP funding factor to levels more commensurate with overall company performance and consistent with shareholder returns as shown below:

Historical Qualitative Adjustments to Formulaic AIP Funding Factor

qualitativereviewfacts.jpg

interests.

*STEP 3: Individual PerformanceIn 2014 we modifiedResults in the definition of Compensation Core Earnings to eliminate the impact of catastrophe losses above or below budget.Senior Executive's AIP award

aipstep2.jpg

Step 3: Individual Performance

For each Senior Executive, the company AIP funding factorlevel multiplied by the Senior Executive'sExecutive’s target AIP opportunity produces an initial AIP award amount. Where appropriate, the Committee (and, in the case of the CEO, the independent directors) may adjust the Senior Executive's initialExecutive’s AIP award amount up or down based on his or her performance in leading a business or function.

aipstep3.jpg

Long-Term Incentive

LONG-TERM INCENTIVE AWARDS
The long-term incentive ("LTI") Awards

The LTI program is designed to promotedrive long-term performance and encourage share ownership among Senior Executives, further aligning their interests with those of shareholders, to promote shareholder value creation.shareholders. LTI awards are granted on an annual basis following an assessment of individual performance, and potential, and a review of market data. 20142017 LTI awards for Senior Executives consist of performance shares (50% of the award value) and stock options (50% of the award value). This mix is used to provideprovides LTI awards that appropriately blend an incentive related solely to actual stock price performance, an incentive related to comparative stock price performance and an incentive related to actual operating performance.

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Compensation Discussion and Analysis

Performance Shares (50% of LTI Award)

Performance shares are designed to reward and retain the NEOsSenior Executives by offeringallowing them the opportunity to receiveearn shares of our common stock upon achievement of predeterminedbased on pre-determined performance criteria. The performancePerformance shares have a three-year performance period and will beare settled in common stock based on a measurement of the following metrics:

Performance MetricRationale
Compensation Core ROE
(50% weighting)

•Important strategic measure of shareholder value creation

Peer-relative TSR
(50% weighting)

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

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

achieved on the following metrics:

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

ROE: For 50% of the performance share award, payouts at the end of the performance period, if any, will depend upon achievement ofachieving a target average annual Compensation Core ROE goals for the calendar year 2016.over a three-year measurement period. The Compensation Committee's definition of Compensation Core ROE for 20142017 performance share awards, as amended to include earnings associated with Talcott Resolution through September 30, 2017, is provided inAppendix A. The amendment to the definition as a result of the sale of Talcott Resolution is included in blue text. Threshold, target and maximum Compensation Core ROE values were established in February 20142017 based on the company's 2014-2016company’s 2017-2019 operating plan.plan before a decision to sell Talcott Resolution had been made. There would beis no payout for performance below threshold. AchievementAchieving target payout of target values100% requires significantan increase in underwriting margin in Personal Lines, continued strong underwriting margins in Commercial Lines and earnings growth in core earnings, increased profitabilityboth Group Benefits and prudent capital management and would result in a payout at 100%.Mutual Funds. The maximum Compensation Core ROE payout of 200% reflects ambitious longer-term goals that require a level of performance significantly above and beyond target.



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COMPENSATION MATTERS

Peer-Relative TSR

TSR: For 50% of the performance share award, payouts at the end of the performance period, if any, will be made based on company TSR performance relative to a Performance Peer Group overat the end of the three-year performance period. The Performance Peer Group represents 19 industry specific public companies against which we benchmark performance for compensation purposes. While there is some overlap, the Performance Peer Group is distinct from the Corporate Peer Group described on page 43, which includes mutual companies where financial data is not publicly available, as well as companies that compete with us for talent. The Compensation Committee believes that the Performance Peer Group should be limited to industry companies that (1) publish results against which to measure our performance, and (2) are competing investment choices in capital markets. The Compensation Committee reviews the composition of the Performance Peer Group annually. In 2013, it updatedannually and, for the Performance Peer Group to more heavily weight companies in2017 performance share awards, made the P&C business, while retaining some companies with group benefits and annuity businesses. For 2014, the Compensation Committee did not make any changes to the Performance Peer Group.

following changes:

–Added Hanover Insurance Group because it is a competitor in Small Commercial, Middle Market and Personal Lines
–Added Markel Corporation because, with the acquisition of Maxum Specialty Insurance Group, it represents a competitor in the excess and surplus business and helps further diversify the Performance Peer Group
–Removed MetLife, Inc., which was in the process of exiting the annuity business and was therefore no longer aligned with our Talcott Resolution business
For each company in the Performance Peer Group, TSR will be measured using a 20-day stock price average at the beginning and the end of the performance period in order to smooth out any volatility. As illustrated in the graph below, there would be no payout for performance below the 30th30th percentile, 50%35% payout for performance at the 30th percentile, 100% payout for median performance, and 200% payout if our TSRfor performance ranks ahead of all companies inat the Performance Peer Group.

2014 Performance Peer Group*

85th percentile.

2017 Performance Peer Group Three-Year Relative TSR Ranking
ACE Ltd.Alleghany Corp.
tschartp41final.jpg
Allstate Corp.
American Financial Group, Inc.
Aon plc
Arthur J. Gallagher & Co.
The Chubb Corp.
Cincinnati Financial Corp.
CNA FinancialEverest Re Group, Ltd.
Hanover Insurance Group — NEW
Marsh & McLennan Companies, Inc.
Markel Corporation — NEW
Mercury General Corp.
Old Republic International Corp.
The Progressive Corp.
Prudential Financial, Inc.
The Travelers Companies, Inc.
MetLife, Inc.
Prudential Financial, Inc.
Unum
*W.R. Berkley Group
While there is some overlap, the Performance PeerXL Group is distinct from the Corporate Peer Group, which includes mutual companies where financial data is not publicly available, as well as companies that compete with us for talent. The Compensation Committee believes that the Performance Peer Group should be limited to companies that (1) publish results against which to measure our results, and (2) are competing investment choices in the capital markets.plc

Three-year Relative TSR Ranking

threeyeartsr.jpg


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Compensation Discussion and Analysis

Stock Options (50% of LTI Awards)

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

Periodic Retention Awards and Special Equity Grants

The Compensation Committee periodically provides cash or equity awards on a selective basis to executives based on business need. Recipients are generally those identified as critical talent and/or who have high potential to move into key roles. No such awards were made to NEOs in 2014.

Executive Benefits and Perquisites

term.

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

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


2018 Proxy Statement41
COMPENSATION MATTERS

We own a fractional interestsinterest in a corporate aircraft to allow Senior Executives to safely and efficiently travel for business purposes. This allowsThe corporate aircraft enables Senior Executives to be more efficient while traveling than if commercial flights were utilized, as the aircraft providesuse travel time productively by providing a confidential and more productive environment in which to conduct business and eliminateseliminating the schedule constraints imposed by commercial airline service. OurIn 2017, our aircraft usage policy prohibitsprohibited our Senior Executives from engaging in personal travel via corporate aircraft, except in extraordinary circumstances. In May of 2014,circumstances or where there were no incremental costs to the CFO and General Counsel determined that suchcompany. There was no personal use due to extraordinary circumstances existed, permitting the then-current CEO and his family to travel via corporate aircraft for a personal matter. The Compensation Committee agreed that the use of the corporate aircraft met the criteria of extraordinary circumstances.

in 2017.

From time to time, a Senior Executive'sExecutive’s expenses for a purpose deemed important to the business may not be considered "directly“directly and integrally related"related” to the performance of suchthe Senior Executive'sExecutive’s duties as required underby applicable SEC rules, and thus isrules. These expenses are considered a perquisiteperquisites for disclosure purposes. Examples of such expenses may include attendance at conferences, seminars or award ceremonies, as well as attendance of a Senior Executive'sExecutive’s spouse or guest at business events or dinners where spousal or guest attendance is expected. We attribute income to Senior Executives for such expenses when
Whenever required to do so under Internal Revenue Service regulations, we attribute income to Senior Executives for perquisites and the Senior Executive is responsible for the associated tax obligation.

Process for Determining Senior Executive Compensation (Including
PROCESS FOR DETERMINING SENIOR EXECUTIVE COMPENSATION (INCLUDING NEOs)

Compensation Committee

COMPENSATION COMMITTEE
The Compensation Committee is responsible for reviewing the performance of and approving compensation awarded to those executives who either report to the CEO or who are subject to the filing requirements of Section 16 of the Securities Exchange Act of 1934 other(other than the CEO.CEO). The Compensation Committee also evaluates the CEO'sCEO’s performance and recommends his compensation for approval by the independent directors. With this input from the Compensation Committee, the independent directors review the CEO'sCEO’s performance and determine his compensation level in the context of the established goals and objectives for the enterprise and his individual performance. The Compensation Committee and the independent directors typically review performance and approve annual incentive awards for the prior fiscal year at their February meetings,meeting, along with annual LTI awards and any changes to base salary and target bonus. To assist in this process, they reviewthe Compensation Committee reviews tally sheets for each NEO to understand how each element of compensation relates to other elements and to the compensation package as a whole. The tally sheets summarize the totalwhole, including historical compensation opportunity, including fixed and variable compensation, perquisites and potential payments upon termination or change of control. In addition, the tally sheets include a summary of historical compensation.

outstanding equity.

COMPENSATION CONSULTANT

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Meridian Compensation Discussion and Analysis

Compensation Consultant

Exequity,Partners, LLP ("Meridian") is the Compensation Committee'sCommittee’s independent compensation consultant and has regularly attendsattended Compensation Committee meetings.meetings since its engagement. Pursuant to our company policy, Exequity provides nothe Compensation Committee's charter, Meridian has not provided services to the company other than consulting services provided to the Compensation Committee. Exequity provides market data, analysis,Committee and, advice regarding executive compensation.

For 2014,with respect to CEO and director compensation, the Board.

In 2017, following a review of its records and practice guidelines, ExequityMeridian provided the Compensation Committee a reportletter that confirmed its conformity with independence factors under applicable SEC rules and the listing standards of the NYSE.

Role of Management

ROLE OF MANAGEMENT
Our Human Resources departmentteam supports the Compensation Committee in the execution of its responsibilities. The Executive Vice President, Human Resources supervises the development of the materials for each Compensation Committee meeting, including market data, tally sheets,historical compensation and outstanding equity, individual and company performance metrics and compensation recommendations for consideration by the Compensation Committee. No member of our management team, including the CEO, has a role in determining his or her own compensation.

Benchmarking

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

officers are described in more detail below.


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COMPENSATION MATTERS

2017 Corporate Peer Group Development

The Compensation Committee reviews the peer groupsgroup used for compensation benchmarking (the "Corporate Peer Group") periodically or upon a significant change in business conditions for the company or its peers. As part of its review, the Compensation Committee considers many factors, including market capitalization, revenues, assets, lines of business and sources and destinations of talent. Several non-P&C and life insurance companies are included in the Corporate Peer Group because of their geographic footprint, organizational complexity and/or because we compete with them for talent. For 2014,this reason, the Corporate Peer Group differs from the Performance Peer Group described above for purposes of the TSR performance measure applicable to performance shares. For 2017, the Compensation Committee did not make any changes to the peer group.

2014 Corporate Peer Group

Group.

Data in millions -– as of 12/31/142017(1)

          
Company Name(2)Revenues Assets Market Cap 
ACE Limited$19,211 $98,248 $38,110 
Aetna Inc.$58,003 $53,402 $31,242 
Allstate Corp (The)$34,826 $108,533 $29,465 
CNA Financial Corp$9,429 $55,566 $10,450 
Chubb Corp (The)$14,056 $51,286 $24,400 
Cigna Corp$34,914 $55,896 $26,919 
Cincinnati Financial Corporation$4,945 $18,753 $8,474 
Lincoln National Corp$13,424 $253,377 $14,982 
Marsh & McLennan Companies, Inc.$12,951 $17,840 $30,961 
MetLife, Inc.$73,949 $902,337 $61,449 
Principal Financial Group, Inc.$10,329 $219,087 $15,253 
Progressive Corp (The)$19,377 $25,788 $15,865 
Prudential Financial Inc$54,131 $766,655 $41,250 
Travelers Companies Inc (The)$27,162 $103,078 $35,079 
Unum Group$10,510 $62,497 $8,789 
Voya Financial, Inc.$11,067 $226,951 $10,249 
W.R. Berkley Corporation$6,997 $21,717 $6,505 

Company Name(2)
Revenues
 Assets
 Market Cap
Aetna Inc.$60,447
 $55,151
 $58,838
Allstate Corp$37,834
 $112,422
 $37,573
Berkley (W. R.) Corp.$7,617
 $24,300
 $8,727
CNA Financial Corp.$9,377
 $56,567
 $14,386
Chubb Ltd.$32,207
 $167,022
 $67,837
Cigna Corp.$41,616
 $61,753
 $50,072
Cincinnati Financial Corp.$5,732
 $21,843
 $12,300
Lincoln National Corp.$14,092
 $281,763
 $16,821
Marsh & McLennan Companies Inc.$14,024
 $20,429
 $41,538
MetLife Inc.$62,314
 $719,892
 $53,204
Principal Financial Group Inc.$13,861
 $253,941
 $20,375
Progressive Corp.$26,815
 $38,701
 $32,756
Prudential Financial Inc.$59,727
 $831,921
 $48,752
Travelers Companies Inc.$28,902
 $103,483
 $37,124
Unum Group$11,287
 $64,013
 $12,317
Voya Financial Inc.$8,618
 $222,532
 $8,892
XL Group Ltd.$11,189
 $63,436
 $9,001
25TH PERCENTILE$11,189
 $55,151
 $12,317
MEDIAN$14,092
 $64,013
 $32,756
75TH PERCENTILE$37,834
 $222,532
 $48,752
THE HARTFORD$16,804
 $225,260
 $20,076
PERCENT RANK51% 76% 43%


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Compensation Discussion and Analysis

          
Company Name(2)Revenues Assets Market Cap 
XL Group$6,506 $45,047 $8,869 
25TH PERCENTILE$10,374 $46,607 $10,299 
MEDIAN$13,740 $59,197 $20,132 
75TH PERCENTILE$32,910 $191,449 $31,171 
THE HARTFORD$18,320 $245,013 $17,988 
PERCENT RANK57.80% 86.30%  48.50% 

(1)Peer data provided by S&P Capital IQ. The amounts shown in the "Revenues"“Revenues” column reflect S&P Capital IQ adjustments to facilitate comparability across companies.
(2)An additional four non-public companies are included in the Corporate Peer Group as they submit data to relevant compensation surveys utilized in determining appropriate pay levels for Senior Executives: Liberty Mutual, MassMutual, Nationwide Financial, and State Farm. Several non-P&C and life insurance companies are included in the peer group because of their geographic footprint, organizational complexity and/or because we compete with them for talent.

Use of Corporate Peer Group Compensation Data

When evaluating and determining individual pay levels, the Compensation Committee reviews a statistical summary of aggregated compensation data atprepared annually by Aon Hewitt showing the 25th, 50th and 75th percentiles of various pay elements for the companies listed above that is prepared by Aon Hewitt.above. As noted above,previously, the Compensation Committee does not target a specific market position in pay. The Corporate Peer Group includes both insurance and financial services companies because the functional responsibilities of most executives are not specific to the insurance industry. AsTwo of our NEOs, our former Chief Risk Officer ("CRO"), Mr. Rupp's compensation was benchmarked against CROs at financial services companies. Asand our Chief Investment Officer and President of HIMCO and Talcott Resolution, Mr. Johnson's compensation waswere also benchmarked against similar roles at a broader group of financial services companies. The supplemental peer groups forcompanies within the standard McLagan Risk Management and McLagan Investment Management are listed inAppendix B.

surveys, respectively.

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

Pay for Performance

2014 AIP Performance


 2018 Proxy Statement43
COMPENSATION MATTERS

PAY FOR PERFORMANCE
2017 AIP PERFORMANCE
Based on the assessment of performance described below, the Compensation Committee established an AIP funding factorlevel of 138%170% of target for the 20142017 performance year.
STEP 1: Financial Performance Against TargetProduced formulaic AIP funding level of 183%

As described on pages41 -43, we have a three-step process for determining AIP awards. Steps 1 and 2 for 2014 are described below.

Step 1: Financial Performance Against Target

The Compensation Core Earnings target for 20142017 was $1,566$1,473 million. When setting the 2017 operating plan, which forms the basis for the Compensation Core Earnings target, both management and the Board concluded that the ability to achieve operating plan results would likely be challenging due to several factors, including robust industry competition with new entrants aggressively seeking inroads into our markets and peers competing to retain their business; lower P&C portfolio yield excluding limited partnerships; an approximately $1 billion, or 3%, decrease in the size of the P&C investment portfolio due to the $650 million measured against an AIPwe paid in December 2016 for reinsurance coverage on our legacy asbestos and environmental book and the sale of our U.K. P&C run-off subsidiaries; and lower Talcott Resolution core earnings resulting from the run-off of the book. As a result, the 2017 core earnings target was determined to be rigorous notwithstanding the fact that it was slightly below both 2016 actual and target performance levels.

When the Compensation Core Earnings target was set in February 2017, a decision as to whether to divest Talcott Resolution had not been made, and the ultimate sale decision was not made until December 3, 2017. Following the December 3, 2017 agreement to sell the Talcott Resolution business, results of $1,481 million.that business were classified as discontinued operations, which are not included in core earnings. The calculationCompensation Committee took actions consistent with the definition of Compensation Core Earnings started with 2014 GAAP net incometo ensure that Talcott Resolution earnings through September 30, 2017 were included in the determination of the AIP funding level, reasoning that (1) including Talcott Resolution earnings for the nine-month period in which management was both actively managing the business and separately reporting its results externally was adjusted as set forth on page48appropriate; and (2) the AIP target was established assuming Talcott Resolution operating results were included in the business mix. Accordingly, the Compensation Committee took the following steps to ensure that Talcott Resolution results were included in the evaluation of financial performance under Step 1, and target and actual results were aligned:
Included actual Talcott Resolution core earnings through September 30, 2017 in determining the AIP funding level through an adjustment made pursuant to the definition of Compensation Core Earnings approved by the Compensation Committee at the beginning of the performance yearyear; and set forth
Revised the 2017 AIP Compensation Core Earnings target to exclude the target Talcott Resolution core earnings for the three month period following September 30, 2017.
In addition, although including the results of the group life and disability business acquired from Aetna inAppendix A. The November 2017 would have slightly increased the 2017 AIP funding level, the Compensation Committee approved aexcluded the two months of results in determining the AIP funding level based upon overall immateriality and because the results of the business were neither part of the business mix, nor was the purchase contemplated, when the AIP target was established. This was achieved through an adjustment permitted by the definition of Compensation Core Earnings. As described on page 39, the definition of Compensation Core Earnings approved by the Compensation Committee at the beginning of the year lists adjustments that provides for pre-determined adjustmentswill be made to ensure that AIP award payments represent the results achieved in the underlying business and are not unduly inflated or deflated due to the effect of items that do not directly reflect company or management performance. As a result, actual Compensation Core Earnings will differ from the earnings numbers provided in our financial statements. In addition, following the agreement to sell our Japan annuities business, results of that business were classified as discontinued operations. Because results from discontinued operations are not included in core earnings the Japan annuities business did not impact the calculation of financial performance under Step 1. A reconciliation of Compensation Core Earnings to our financial statement earnings isat year-end, such as follows:

accounting changes, and unusual or non-recurring items.
Including the effect of these changes, Compensation Core Earnings for 2017 was $1,572 million measured against an AIP target of $1,398 million, producing a formulaic AIP funding level of 183%. Highlighted on the right are the minimum threshold, target and maximum Compensation Core Earnings levels against actual results for 2017. As discussed on page 39, Compensation Core Earnings will differ from the earnings numbers provided in our financial statements due to pre-determined adjustments made to ensure the AIP funding level reflects the operating performance within management's control.

2017 COMPENSATION CORE EARNINGS
compcoreearningsp44da02.jpg

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Compensation Discussion and Analysis

  COMPENSATION MATTERS

($ in millions)
GAAP Net Income$798
Adjustments:STEP 2: Qualitative Review
Deferred acquisition costs ("DAC") unlock charge (benefit), after tax62
Restructuring and other costs, after tax49
Loss (income) from discontinued operations, after tax551
Pension settlement, after tax83
Net reinsurance loss (gain) on dispositions, after tax(15)
Net realized capital losses (gains), after tax and DAC, excluded from core earnings20
Core Earnings$1,548(1)
Adjustments:
Total catastrophe losses above (below) the 2014 catastrophe budget, after tax(114)
(Gains) and losses associated with unusual or nonrecurring items:
Increase in asbestos and environmental reserves, after tax164
Benefit from reduction in New York workers' compensation board assessments, after tax(32)
Compensation Core EarningsCommittee reduced funding level$1,566

(1)As reported in the company's Investor Financial Supplement for the year ended December 31, 2014 furnished to the SEC.

As discussed on page42,

In assessing overall performance and arriving at the financial target for Compensation Core Earnings was set based on our annual operating plan as reviewed by the Board prior to the start of the fiscal year. Highlighted to the right are the minimum threshold, target and maximum Compensation Core Earnings levels against actual results for 2014. Compensation Core Earnings of $1,566 million against a target of $1,481 million resulted in a formulaic2017 AIP funding factor of 138%.

2014 Compensation Core Earnings

aipscenario1b.jpg

aipstep1produced.jpg

Step 2: Qualitative Review

Thelevel, the Compensation Committee undertook a qualitative review focused on the following:


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Compensation Discussion and Analysis

PerformanceQualitative CriteriaFactorsResults Considered

Non-financial and Strategic Objectives:


⇨

•Closed sale of our Japan life subsidiary, significantly reducing exposure to market risk and resulting in a net statutory capital benefit of approximately $1.4 billion

•Expanded our capital management plan

•Seamlessly executed CEO and senior management succession plan with all internal candidates

•Achieved top quartile employee engagement performance

•Achieved upgrade in S&P risk management rating

Quality of Earnings:


Earnings		⇨

•P&C maintained written pricing increases in the face of increasing competition

•P&C achieved significant year-over-year improvement in underlying margins, excluding catastrophes and prior year development

•Strong

The company’s earnings were above operating plan, driven by net investment income relative to operating(including partnerships and other alternative investments), higher than expected current accident year underwriting results before catastrophes in Personal Lines and higher than expected Group Benefits and Mutual Funds earnings, partially offset by lower than plan

•Achieved approximately $100 million in budgeted expense reductions

Commercial Lines current accident year underwriting results before catastrophes.

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

Peer Relative Performance:⇨The company outperformed various benchmarks includingthe S&P 500 Insurance Index for the year, while underperforming the S&P 500 Index and the S&P Insurance Composite Index on 2014 stock price performance.500 P&C Index.
Expense Management
Excluding one-time items, the company exceeded its 2017 expense reduction targets.

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

When the Compensation Committee first reviewed the AIP funding level in late December 2017, year-end projected results pointed to a formulaic funding level of 170% of target. When the Compensation Committee met to approve the AIP funding level in February 2018, strong results at year end had raised the final formulaic result to 183% of target. However, the Compensation Committee determined that while year-end results were favorable, they were not significant enough to warrant the increase from 170% of target. The Compensation Committee feltreasoned that P&C earnings, while the company performed well in these qualitative criteria, the formulaic AIP funding factor of 138% appropriately reflected strong 2014 performance. Accordingly, the Compensation Committee concluded that no adjustment to the formulaic AIP funding factor was necessary.

aipstep2produced.jpg

Step 3 is described for each NEO under2014 Named Executive Officer Compensation and Performance beginning on page50.

Certification of Performance Share Awards for the 2012-2014 Performance Period

On February 28, 2012, the Compensation Committee granted Senior Executives performance shares tied to relative TSR against a peer group of 14 companies. These performance shares vested as of December 31, 2014, the end of the three year performance period for the award. The company's TSR performance during the performance period ranked 4th out of the 14 peer companies. This performance was above the 82nd percentile and resulted in a payout of 165% of target as certified by the Compensation Committee on February 22, 2015.

Details of the 2012 performance shares are given on page 32 of our Proxy Statement filed with the Securities and Exchange Commission on April 5, 2013.

Realizable Pay & Realized Pay

In recent years, we have electedvery competitive market, were relatively flat to include disclosure on one- and three-year realizable pay and realized pay in order to illustrate the impact of stock price performance on total compensation awarded by the independent directors to the CEO. We believe that disclosure helped our shareholders understand the ultimate economic impact of CEO compensation decisions. However, following our leadership transition in 2014, we felt that realizable pay and realized pay were of limited utility for a number of reasons, including the issues presented by partial-year CEO pay and the fact that the LTI awarded to Mr. Swift in 2014 was designed for his position as a seasoned CFO and not the CEO. Accordingly, we are not including realizable and realized pay disclosure in this Compensation Discussion and Analysis.

budget. 
2017 NAMED EXECUTIVE OFFICERS' COMPENSATION AND PERFORMANCE

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Compensation Discussion and Analysis

2014 Named Executive Officer Compensation and Performance

Active Named Executive Officers

We underwent a significant leadership transition in 2014. The Board appointed a new executive management team following Liam McGee's decision in June to step down as CEO and President. The summary immediately below provides context for mid-year 2014 compensation decisions described in this section.

Active NEOsCurrent PositionPrior Position
Christopher SwiftChairman and CEOExecutive Vice President ("EVP") and CFO
Beth BombaraStep 3: Individual PerformanceEVP and CFOEVP and President, Talcott Resolution
Douglas ElliotPresidentEVP and President, Commercial Markets
Brion JohnsonEVP and Chief Investment Officer; President, HIMCO and Talcott ResolutionEVP and Chief Investment Officer; President, HIMCO
Robert RuppEVP and CROEVP and CRO

For the 2014Each NEO's 2017 AIP award steps 1 and 2 of the process resulted in a company AIP funding factor of 138%. Step 3, which determines the 2014 AIP award for each NEO, is described below.

Christopher Swift

Mr. Swift has served as CEO since July 1, 2014. On January 5, 2015,2014; he was also appointed Chairman. Previously, he served as CFO. In this prior role,Chairman on January 5, 2015. For 2017, the Compensation Committeeindependent directors approved a base salary of $825,000,$1,100,000 (unchanged from 2016), an AIP target of $1,100,000,$2,750,000, and a 20142017 LTI award of $2,200,000$7,500,000 granted in the form of 50% stock options and 50% performance shares on March 4, 2014. When Mr. Swift became the CEO, the independent directors increased his salary to $1,000,000, his AIP target to $2,000,000, and his LTI award target to $5,250,000 based on market data regarding CEO compensation provided by the Compensation Committee's consultant for CEOs at companies in the Corporate Peer Group. No additional LTI award was made at the time he transitioned to the role of CEO.

February 28, 2017.

Based on the process outlined beginning on page47,above, the independent directors approved an AIP award of $2,139,000 (138%$4,675,000 (170% of target based on his pro-rated salary throughout the year) consistent with the company AIP funding factor,target), taking into account that under Mr. Swift:

•Executed a seamlessSwift’s leadership, transition into his new role, quickly establishing relationships with key internal and external stakeholders, and maintaining the organization's focus and productivity without disruption.

•company:

Delivered strong financial performance, with core earningsresults despite a challenging market environment and ROE that exceededunusually high levels of catastrophes
Successfully closed the financial planacquisition of Aetna’s U.S. group life and one-year total shareholder returns of 17.13%, which exceeded bothdisability business, expanding the 15.74% returnmarket presence of the S&P 500 P&C indexGroup Benefits business; reached agreement to sell Talcott Resolution; and the 13.69% return of the S&P 500 index.

•reached agreement with Prudential to transfer significant pension benefit responsibility

Continued ourinvestments to enhance best-in-class technology platforms and digital capabilities to further improve customer value and quality
Continued to focus on talent management, diversity, and inclusion, resulting in improved employee engagement scores that are in the top quartile of the market.

market, as measured by the IBM Kenexa survey of global companies

Beth Bombara

Ms. Bombara has served as CFO since July 1, 2014. Previously, sheFor 2017, the Compensation Committee approved a base salary of $700,000 (unchanged from 2016), an AIP target of $1,100,000, and a 2017 LTI award of $1,750,000 granted in the form of 50% stock options and 50% performance shares on February 28, 2017.
Based on the process outlined above, the Compensation Committee approved an AIP award of $1,900,000 (173% of target), taking into account that Ms. Bombara:
Co-led the complex sales process for Talcott Resolution, capping a multi-year strategy to exit capital market-sensitive businesses
Delivered a capital management plan that reduced debt by $416 million and returned $1.4 billion of capital to our shareholders, while continuing to deliver expense reduction targets
Furthered external engagement with investors, rating agencies and banks
Continued to focus on talent management, diversity, and inclusion resulting in employee engagement scores that are in the top quartile of the market

2018 Proxy Statement45
COMPENSATION MATTERS

Douglas Elliot
Mr. Elliot has served as President of ourThe Hartford since July 1, 2014. For 2017, the Compensation Committee approved a base salary of $925,000 (unchanged from 2016), an AIP target of $1,850,000, and a 2017 LTI award of $5,000,000 granted in the form of 50% stock options and 50% performance shares on February 28, 2017.
Based on the process outlined above, the Compensation Committee approved an AIP award of $3,150,000 (170% of target), taking into account that Mr. Elliot:
Delivered strong performance in the Group Benefits and Commercial Lines while leading significant turnaround of Personal Lines
Led the continued expansion of product capabilities (e.g., Multinational, Energy, Voluntary Benefits) which allowed for broader and deeper risk participation
Delivered significant improvement in underwriting discipline and execution while managing through a historic catastrophe year
Continued to strengthen organizational talent through key internal moves and new hires, including a seasoned Chief Underwriting Officer, while maintaining top quartile employee engagement and diversity results
Brion Johnson
Mr. Johnson has served as Chief Investment Officer and President of HIMCO since May 16, 2012 and President of Talcott Resolution business. In her prior role,since August 1, 2014. For 2017, the Compensation Committee approved a base salary of $525,000 (unchanged from 2015), an AIP target of $650,000,$1,350,000 and a 2017 LTI award of $1,500,000 granted in the form of 50% stock options and 50% performance shares on February 28, 2017.
Based on the process outlined above, the Compensation Committee approved an AIP award of $2,300,000 (170% of target), taking into account that Mr. Johnson:
Co-led the complex sales process for Talcott, capping a multi-year strategy to exit capital market-sensitive businesses
Delivered strong financial results for HIMCO, resulting in net investment income that exceeded the annual operating plan
Led significant improvement in aligning the HIMCO organization to the strategy and objectives of the overall business
Continued to focus on talent management, diversity and inclusion maintaining solid employee engagement while delivering employee performance enablement scores that are in the top quartile of the market
William Bloom
Mr. Bloom has served as Executive Vice President of Operations, Technology & Data since July 1, 2014. For 2017, the Compensation Committee approved a base salary of $550,000, an AIP target of $800,000 and a 2017 LTI award of $1,000,000 granted in the form of 50% stock options and 50% performance shares on March 4, 2014. When Ms. Bombara became CFO in July, the Compensation Committee increased her salary to $625,000, her AIP target to $850,000, and her LTI award target to $1,400,000 based on its review of competitive market data regarding CFO compensation at Corporate Peer Group companies. No additional LTI award was made at the time she transitioned to the role of CFO.

February 28, 2017.

Based on the process outlined beginning on page47,above, the Compensation Committee approved an AIP award of $1,350,000 (180%$1,575,000 (197% of target basedtarget), taking into account that Mr. Bloom:
Successfully executed several key information technology ("IT") projects while making progress on her pro-rated salary throughoutall major IT and digital investments to improve the year). The Committee's decisionease of doing business for customers and distribution partners
Aggressively implemented process and internal capability improvement programs, resulting in over-delivery of three year expense goals while executing on an aggressive IT agenda
Continued to grant an AIP award abovemake significant strides in the company AIP funding factoruse of 138% was primarily because Ms. Bombara:

•Ledrobotics and artificial intelligence within Operations, enhancing the successful sale of the Japan annuities business, a critical strategic initiative, closing the deal within three months of signing.

•Delivered a capital release from Talcott Resolution well in excess of the 2014 capital plan,customer experience

Continued to focus on talent management, diversity and allowed us to expand our capital management plan as a result of the Japan annuities business sale.

•Executed a smooth transition to her new role as CFO, establishing relationships with key internal and external stakeholders,inclusion maintaining top quartile scores for both employee engagement results and retaining key talent within her organization.

enablement

Robert Rupp


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Compensation Discussion and Analysis

Douglas Elliot

Mr. Elliot hasRupp served as President of The Hartford sinceChief Risk Officer from November 2, 2011 to July 1, 2014. Previously, he served2017 and continued as Presidentan employee of our Commercial Markets division. In this prior role,the company in an advisory capacity until his retirement on February 2, 2018. For 2017, the Compensation Committee approved a base salary of $750,000, an AIP target of $1,000,000, and a 2014 LTI award of $2,000,000 granted in the form of 50% stock options and 50% performance shares on March 4, 2014. When Mr. Elliot became President in July, the Compensation Committee increased his salary to $900,000, his AIP target to $1,600,000, and his LTI award target to $4,000,000 based on his significantly expanded responsibilities. No additional LTI award was made at the time he transitioned to the role of President.

Based on the process outlined beginning on page47, the Compensation Committee approved an AIP award of $1,800,000 (138% of target based on his pro-rated salary throughout the year), consistent with the company AIP funding factor, taking into account that Mr. Elliot:

•Delivered strong financial results across all business lines, with core earnings, margins, premium growth, and managed expenses that exceeded plans.

•Further strengthened partnerships with agents and brokers in all businesses, and initiated a fresh and comprehensive review of Personal Lines since assuming responsibility for that business.

•Led improvement across employee engagement, diversity and inclusion, and talent retention metrics.

Brion Johnson

Mr. Johnson has served as Chief Investment Officer and President of HIMCO since May 16, 2012. On August 1, 2014, he was also appointed President of Talcott Resolution. For 2014, the Compensation Committee approved a base salary of $450,000, an AIP target of $1,000,000 and an LTI award of $1,100,000 granted in the form of 50% stock options and 50% performance shares on March 4, 2014. When Mr. Johnson became President of Talcott Resolution, the Compensation Committee increased his salary to $500,000 and his AIP target to $1,100,000 in recognition of his expanded responsibilities. No additional LTI award was made at the time he transitioned to the role of President of Talcott Resolution.

Based on the process outlined beginning on page47, the Compensation Committee approved an AIP award of $1,450,000 (139% of target based on his pro-rated salary throughout the year), in line with the company funding factor, taking into account that Mr. Johnson:

•Delivered net investment income in excess of plan, with general account outperforming plan by 76 basis points and one-third of investment strategies delivering top quartile investment performance against relevant benchmarks.

•Strengthened and built out the fundamental equity capabilities of HIMCO, including establishing structure and recruiting board of directors for HIMCO Variable Insurance Trust.

•Executed a smooth transition in taking on responsibility for Talcott Resolution, maintaining strong employee engagement results and retaining key talent.

Robert Rupp

Mr. Rupp joined the company as Executive Vice President and CRO on November 2, 2011. For 2014, the Compensation Committee established a target total annual compensation opportunity for Mr. Rupp based on market data for CROs at financial services companies as described underBenchmarking on page46. This included a base salary of $600,000, an AIP target $1,200,000 of $1,200,000 and an LTI award of $1,400,000 granted in the form of 50% stock options and 50% performance shares on March 4, 2014.

February 28, 2017. Based onupon the process outlined beginning on page47,time Mr. Rupp served as Chief Risk Officer during 2017 and the Compensation Committee approvedsuccessful transition of his responsibilities to a new Chief Risk Officer, Mr. Rupp received an AIP award of $1,600,000 (133%$1,500,000 (125% of target).


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COMPENSATION MATTERS

CERTIFICATION OF 2015-2017 PERFORMANCE SHARE AWARDS
On March 3, 2015, the Compensation Committee granted Senior Executives performance shares tied 50% to TSR performance relative to a peer group of 18 companies(2) and 50% to achievement of average annual Compensation Core ROE(1) goals over a three-year measurement period. Achievement of average annual Compensation Core ROE of 8.75%, close to9.25% and 9.75% during the company funding factor, taking into account that Mr. Rupp:

•measurement period would have resulted in payouts of 50%, 100% and 200% of target, respectively.Provided key risk management support

These performance shares vested as of December 31, 2017, the end of the three-year performance period, and the Compensation Committee certified a payout at 104% of target on February 21, 2018 based on the following results:
•
The company’s TSR during the performance period was at the 40th percentile, resulting in a payout of 75% of target for the TSR component of the awards
The average of the company's Compensation Core ROE for each year of the measurement period was 9.42%, resulting in a payout of 134% of target for the saleCompensation Core ROE component of the Japan annuities businessawards
Details of the 2015 performance shares are given on page 44 of our 2016 Proxy Statement filed with the Securities and pension de-risking initiatives.

Exchange Commission on April 7, 2016.

•(1) Enhanced market risk modeling, reporting,The definition of Compensation Core ROE for 2015 performance share awards was amended to include Talcott Resolution core earnings through September 30, 2017.
(2) While the peer group at the time of the grant consisted of 20 companies, ACE Limited subsequently acquired The Chubb Corporation, and hedging capabilities with focus on go-forward businesses,Meiji Yasuda Life Insurance Company acquired StanCorp Financial Group, Inc., resulting in upgradea performance peer group of enterprise risk management rating by S&P to adequate with strong controls.

•18 companies for measuring TSR performance.Improved overall scores on employee engagement and diversity and inclusion metrics.

Former CEO

Liam McGee

In June 2014, we announced Liam McGee's decision to resign as President and CEO, and the appointment of a new executive leadership team, with Mr. Swift assuming the role of CEO on July 1, 2014. In order to ensure an orderly transition, the independent directors felt that it was important to retain Mr. McGee's services beyond his resignation as President and CEO. Accordingly, the company entered into a transition agreement with Mr. McGee for advisory and transitional support through April 1, 2015.

Mr. McGee's transition agreement provided for a reduced annualized base salary of $1 million, a 2014 AIP award based on Mr. McGee's actual base salary earned during 2014 and the final company AIP funding factor without any adjustment to

COMPENSATION POLICIES AND PRACTICES

The Hartford Financial Services Group, Inc.
2015 Proxy Statement


51


STOCK OWNERSHIP AND RETENTION GUIDELINES

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Compensation Discussion and Analysis

reflect individual performance or other factors, and no 2015 LTI award. The agreement also provided that upon termination, outstanding equity awards granted to Mr. McGee would receive retirement treatment under our 2010 Incentive Stock Plan. This means that all options outstanding at least one year would fully vest and all other equity awards (other than the special performance share award granted on October 30, 2013, which does not pro rata vest upon retirement per the terms of the award agreement) would pro rata vest (subject to satisfaction of performance conditions). The independent directors felt it was appropriate to grant Mr. McGee retirement treatment given the specific facts and circumstances of his resignation, which was driven by the accelerated progress of our successful transformation as well as health issues. Mr. McGee did not receive any additional compensation for his service on the Board or FIRMCo, or as Chairman of the Board.

Pursuant to the terms of his transition agreement, the independent directors approved a 2014 AIP award of $3,260,250 (138% of target based on his pro-rated salary throughout the year) consistent with the company AIP funding factor. Mr. McGee passed away prior to the April 1, 2015 separation date contemplated by the transition agreement. As a result, Mr. McGee's outstanding equity awards received death benefit treatment in accordance with the normal provisions of our 2010 Incentive Stock Plan, rather than retirement treatment pursuant to his transition agreement. Under the terms of our 2010 Incentive Stock Plan, all of Mr. McGee's outstanding options fully vested and all other equity awards (other than the special performance share award granted on October 30, 2013) pro rata vested. The October 30, 2013 special equity award was forfeited. For a description of amounts payable upon Mr. McGee's death, seeTreatment of Former CEO on page 69.

Compensation Policies and Practices

Stock Ownership and Retention Guidelines

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

NEOs

Level(As a multipleMultiple of base salary)Base Salary)
CEO6x
CEOOther NEOs6x4x
Other NEOs4x

The Compensation Committee reviews ownership levels annually. NEOs are generally expected to meet these ownership guidelines within five years of appointment to position. As of March 23, 2015,19, 2018, the CEO and each of the NEOs met their respective guideline.

Timing of Equity Grants

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

Recoupment Policy

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

Risk Mitigation in Plan Design

RISK MITIGATION IN PLAN DESIGN
Management has concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on the company. Our Enterprise Risk Management function performs a risk review of any new incentive compensation plans or any material changes to existing plans annually and completes a comprehensive review of all incentive compensation plans every five years. In October 2014,2017, Enterprise Risk Management conducted its five-year


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Compensation Discussion and Analysis

comprehensiveannual review including a review by Mercer, an external consulting firm, and discussed the results of that review with the Compensation Committee. Enterprise Risk Management concluded that current incentive plans do not promote inappropriate risk-taking or encourage the manipulation of reported earnings.


2018 Proxy Statement47
COMPENSATION MATTERS

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

FeatureRationale
Pay Mix

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

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

Performance Metrics

•Incentive awards based on a variety of performance metrics diversifiesdiversify the risk associated with anysingle indicator of performance

Equity Incentives

•Stock ownership guidelines align executive and shareholder interests

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

•No reload provisions are included in any stock option awards

Plan Design

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

•The 2014 Incentive Stock Plan does not allow:

◦stock

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

◦re-pricing

- Re-pricing (reduction in exercise price) of stock options,

◦single without shareholder approval

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

Recoupment

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

Hedging and Pledging Company Securities

HEDGING AND PLEDGING COMPANY SECURITIES
We prohibit all of our employees and directors from engaging in hedging, monetization, derivative and similar transactions involving company securities. In addition, Senior Executives are prohibited from pledging company securities.

Potential Severance and Change of Control Payments

Senior Executives

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

We maintain

The company maintains change of control benefits for Senior Executives to ensure continuity of management and to permit each of these individualsexecutives to focus on his or hertheir responsibilities without undue distraction related to concerns about personal financial security during any period when we areif the company is confronted with a contest for control. These benefits are also designed to ensure that in any such contest, these Senior Executives aremanagement is not influenced in their actions by events that could occur following a change of control.

Our

The 2014 Incentive Stock Plan provides for "double trigger"“double trigger” vesting on a change of control. If an NEO terminates employment for "Good Reason" (as defined on page70)“Good Reason” or his employment is terminated without "Cause" (as defined“Cause” (see definitions on page69) 61) within 2 years following thea change of control, then any awards that were assumed or replaced with substantially equivalent awards would vest. If the awards were not assumed or replaced with substantially equivalent awards, then they would vest immediately upon the change of control.

While we do not have individual employment agreements for active Senior Executives, we may enter into transition agreements for departing Senior Executives.

The Hartford Financial Services Group, Inc.
2015 Proxy Statement


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EFFECT OF TAX AND ACCOUNTING CONSIDERATIONS ON COMPENSATION DESIGN

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Report of the Compensation and Management Development Committee

Effect of Tax and Accounting Considerations on Compensation Design

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

Principal among the tax considerations ishas been the potential impact of Section 162(m) of the Internal Revenue Code, which generally denieshistorically denied a publicly traded company a federal income tax deduction for compensation in excess of $1 million paid to the CEO or any of the next three most highly compensated executive officers (other than the CFO) as determined as of the last day of the applicable year, (the "Covered Officers"), unless the amount of such excess iswas payable based solely upon the attainment of objective performance criteria.  For this reason, where applicable,While the Compensation Committee reserved the right to approve incentive awards or other payments that did not qualify as exempt performance-based compensation, our variable compensation, including 20142017 annual incentive awards and performance share payouts, iswere generally designed to qualify as exempt performance-based compensation. At last year's Annual Meeting, in order to comply withThe exemption from Section 162(m), shareholders approved the material terms of the annual executive bonus program under which the maximum annual bonus that may be paid to any of the Covered Officers’s deduction limit for any given year is the lesser of 300% of the annual target bonus in effect for the Covered Officer's position at the beginning of the year, as approved by the Compensation Committee, or $5,000,000. The Compensation Committee may, however, in certain circumstances, approve incentive awards or other payments that do not qualify as exempt performance-based compensation was repealed, effective for taxable years beginning after December 31, 2017, unless the compensation qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.  Accordingly, to provide competitive compensation and mayappropriate incentives to certain of our executive officers after 2017, we believe it will be necessary to pay at least some compensation that will not be tax deductible.

Other tax considerations are factored into the design of our compensation programs, including compliance with the requirements of Section 409A of the Internal Revenue Code, which can impose additional taxes on participants in certain arrangements involving

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COMPENSATION MATTERS

deferred compensation, and Sections 280G and 4999 of the Internal Revenue Code, which affect the deductibility of, and impose certain additional excise taxes on, certain payments that are made upon or in connection with a change of control.

Report
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As of the date of this proxy statement, the Compensation and Management Development Committee consists of directors Ruesterholz (Chair), Fetter, McGill, Renyi, Roseborough and Swygert, all of whom are independent non-management directors. None of the Compensation and Management Development Committee

members has served as an officer or employee of The Hartford and none of The Hartford’s executive officers has served as a member of a compensation committee or board of directors of any other entity that has an executive officer serving as a member of The Hartford’s Board.

REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the company'scompany’s Annual Report on Form 10-K for the year ended December 31, 2014.

2017.

Report submitted as of March 24, 201523, 2018 by:

Members of the Compensation and Management Development Committee:


Virginia P. Ruesterholz, Chair
Trevor FetterChairman
Kathryn A. Mikells
Stephen P. McGill
Thomas A. Renyi
Teresa W. Roseborough
H. Patrick Swygert

Compensation and Management Development Committee Interlocks and Insider Participation

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



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2018 Proxy Statement49

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Executive Compensation

Executive Compensation

COMPENSATION MATTERS

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

SUMMARY COMPENSATION TABLE
The table below reflects total compensation paid to or earned by each NEO beginning in the later of the fiscal year ended December 31, 2012 or the year the individual first became an NEO. The table also reflects financial accounting costs for the modification of Mr. McGee's equity awards to provide for retirement treatment, but - as his employment terminated by reason of his death in 2015 - payments were made in accordance with the normal provisions of the 2010 Incentive Stock Plan applicable upon an employee's death. Consequently, the numbers shown below for Mr. McGee for 2014, while provided in accordance with SEC guidance on modification of equity awards, do not reflect the treatment actually received (for amounts actually payable upon Mr. McGee's death, see Treatment of Former CEO on page69). The amounts reportable under theSummary Compensation Table, prior to the impact of the financial accounting costs for the modification to provide retirement treatment, are set forth immediately below the Summary Compensation Table.

          
Name and Principal
Position		YearSalary($)Bonus
($)(1)		Stock
Awards
($)(2)		Option
Awards
($)(3)		Non-Equity
Incentive Plan
Compensation
($)(4)		Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(5)		All Other
Compensation
($)(6)		Total($)
Christopher Swift
Chairman and Chief Executive Officer		2014912,500 1,119,0301,100,0002,139,00045,91376,3415,392,784
2013825,000 3,100,0001,100,0001,850,000-96,8186,971,818
2012825,000-1,100,0001,100,0001,650,000161,98450,8734,887,857
Beth Bombara
Executive Vice President and Chief Financial Officer		2014560,000 508,650500,0001,350,00044,17165,2003,028,021

Douglas Elliot
President

2014825,000 1,017,3001,000,0001,800,00021,12669,2974,732,723
2013750,000-3,000,0001,000,0001,700,000-84,8356,534,835
2012750,000-900,000900,0001,000,000130,27426,5133,706,787
Brion Johnson
Chief Investment Officer and President, HIMCO and Talcott Resolution		2014458,333 559,515550,0001,450,0008,33662,6003,088,784
Robert Rupp
Executive Vice President and Chief Risk Officer		2014600,000 712,110700,0001,600,0004,64966,8933,683,652
2013600,000-1,900,000700,0001,500,00064582,8744,783,519
2012600,0001,235,000700,000700,0001,200,00058,55021,0004,514,550
Liam McGee
Former Chairman, President and Chief Executive Officer(7)		20141,050,000-15,439,121*13,495,250*3,260,25045,995188,47333,479,089*
20131,100,000-8,750,0003,750,0003,740,000-330,31517,670,315
20121,100,000-3,750,0003,750,0002,350,000148,28758,97411,157,261

Name and Principal
Position
Year 
Salary
($)

 
Bonus
($)

 
Stock
Awards
($)(1)

 
Option
Awards
($)(2)

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

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

 
All Other
Compensation
($)(5)

 
Total
($)

Christopher Swift
Chairman and Chief Executive Officer		2017 1,100,000
 —
 3,472,500
 3,750,000
 4,675,000
 34,380
 83,405
 13,115,285
2016 1,075,000
 —
 3,404,473
 3,575,000
 1,925,000
 17,769
 81,879
 10,079,121
2015 1,000,000
 —
 3,289,280
 3,200,000
 2,450,000
 5,764
 77,375
 10,022,419
Beth Bombara
Executive Vice President and Chief Financial Officer		2017 700,000
 —
 810,250
 875,000
 1,900,000
 34,380
 65,400
 4,385,030
2016 687,500
 —
 833,263
 875,000
 770,000
 13,122
 65,300
 3,244,185
2015 643,750
 —
 848,018
 825,000
 1,200,000
 —
 65,300
 3,582,068
Douglas Elliot
President of The Hartford		2017 925,000
 —
 2,315,000
 2,500,000
 3,150,000
 15,738
 67,526
 8,973,264
2016 918,750
 —
 2,202,194
 2,312,500
 1,295,000
 8,490
 67,368
 6,804,302
2015 900,000
 —
 2,261,380
 2,200,000
 2,000,000
 3,101
 67,006
 7,431,487
Brion Johnson
Chief Investment Officer and President, HIMCO and Talcott Resolution		2017 525,000
 —
 694,500
 750,000
 2,300,000
 6,199
 68,150
 4,343,849
2016 525,000
 —
 642,803
 675,000
 1,100,000
 3,393
 68,050
 3,014,246
2015 518,750
 —
 616,740
 600,000
 1,400,000
 1,286
 65,300
 3,202,076
William Bloom, EVP Operations Technology & Data2017 550,000
 —
 463,000
 500,000
 1,575,000
 14,846
 67,845
 3,170,691
Robert Rupp
Former Chief Risk Officer		2017 600,000
 —
 648,200
 700,000
 1,500,000
 3,227
 65,400
 3,516,827
2016 600,000
 —
 666,610
 700,000
 1,000,000
 3,117
 65,300
 3,035,027
2015 600,000
 —
 719,530
 700,000
 1,400,000
 2,443
 65,300
 3,487,273
*Includes the impact of the financial accounting costs that resulted from the modification of Mr. McGee's unvested 2013 and 2014 performance share awards and 2011, 2012, 2013 and 2014 stock option awards to provide for retirement treatment. The table below shows Mr. McGee's 2014 compensation prior to the impact of these costs:

          
  Salary($)Bonus($)Stock
Awards($)		Option
Awards($)		Non-Equity
Incentive Plan
Compensation($)		Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings($)		All Other
Compensation($)		Total($)
2014 Compensation (prior to Accounting Adjustments) 1,050,000 3,814,8753,750,0003,260,25045,995188,74312,109,593
Financial Accounting Cost Adjustments   11,624,2469,745,250   21,369,496
2014 Summary Compensation Table 1,050,000-15,439,12113,495,2503,260,25045,995188,47333,479,089
No financial accounting cost resulted for Mr. McGee's unvested October 2013 special performance share award because, consistent with the original award terms, that award was forfeited.

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2015 Proxy Statement


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Executive Compensation

(1)The amount shown in this
This column in 2012 for Mr. Rupp represents a cash sign-on award.
(2)The amounts shown in this column reflectreflects the full aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 for the fiscal years ended: (a)ended December 31, 2012, 2013,2017, 2016 and 20142015 for performance shares (including performance shares granted as part of the October 30, 2013 special equity awards to Messrs. Swift, Elliot, Rupp and McGee) and (b) December 31, 2013 for restricted stock units ("RSUs") granted as part of the October 30, 2013 special equity awards to Messrs. Swift, Elliot and Rupp.shares. Detail on 2014the 2017 grants is provided in theGrants of Plan Based Awards Tableon page 58. Assumptions used in the calculation of these amounts are included in footnote 19 to the company's audited financial statements for the fiscal years ended December 31, 2012, and 2013, and footnote 18 to the company's audited financial statements for the fiscal year ended December 31, 2014, included in the company's 2012, 2013, and 2014 Annual Reports on Form 10-K, respectively. 52. Amounts in this column are not reduced for estimated forfeiture rates during the applicable vesting periods. Performance shareOther assumptions used in the calculation of these stock award amounts are included in the Company's Annual Reports on Form 10-K for 2017 (footnote 19), 2016 (footnote 19) and 2015 (footnote 17).

In addition, performance share award amounts included in this column reflect the target award value, adjusted to reflect the probable outcome of the performance conditions and the lack of dividends. The number of shares payable under these awards will be based on the actual results as compared to pre-established performance conditions and can range from 0-200% of the target award. The value of performance shares assuming the highest possible outcomes of performance conditions, determined at the time of grant (200% of the target award), and reflecting an adjustment for no payment of dividends on unvested performance shares, would in total be:
NEO2017 Performance
Shares
(February 28, 2017 grant date)
 2016 Performance
Shares
(March 1, 2016 grant date)
 2015 Performance
Shares
(March 3, 2015 grant date)
C. Swift$7,084,289
 $6,739,911
 $6,067,995
B. Bombara$1,652,967
 $1,649,599
 $1,564,400
D. Elliot$4,722,829
 $4,359,731
 $4,171,707
B. Johnson$1,416,895
 $1,272,557
 $1,137,710
W. Bloom$944,566
    
R. Rupp$1,322,410
 $1,319,729
 $1,327,393
Under the 2014 Incentive Stock Plans, no more than 500,000 shares in the aggregate can be earned by an individual employee with respect to RSUs and performance share awards made in a single calendar year. As a result, the number of shares ultimately distributed to an employee (or former employee) with respect to awards made in the same year will be reduced, if necessary, so that the number does not exceed this limit.
(2)This column reflects the full aggregate grant date fair value for the fiscal years ended December 31, 2017, 2016 and 2015 calculated in accordance with FASB ASC Topic 718; amounts are not reduced for forfeitures during the applicable vesting periods. Other assumptions used in the calculation of these amounts are included in the company's Annual Reports on Form 10-K for 2017 (footnote 19), 2016 (footnote 19) and 2015 (footnote 17).
(3)This column reflects cash AIP awards paid for the respective years.

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COMPENSATION MATTERS

(4)
This column reflects the actuarial increase, if any, in the present value of the performance conditions and the lack of dividends. The number of shares payable under these awards will be based on the actual results as compared to pre-established performance conditions and can range from 0-200%accumulated benefits of the target award. Performance share awardNEOs under all pension plans established by the company. The amounts assumingwere calculated using discount rate and form of payment assumptions consistent with those used in the highest possible outcomes of performance conditionscompany’s GAAP financial statements. Actuarial assumptions for 2017 are described in further detail in the footnote to which the awards are subject, determined atPension Benefits Tableon page 55. For Ms. Bombara, the time of grant (200% ofchange in pension value for 2015 was ($217) and therefore is not reported in this table.
(5)
This column reflects amounts described in the target award), would in total be:

      
 NEO2014 Performance Shares (March 4, 2014 grant date)*2013 Performance Shares (March 5, 2013 grant date)2013 Special Equity Grant (October 30, 2013 grant date)2012 Performance Shares (February 28, 2012 grant date)
 Mr. Swift$2,090,738$2,200,000$2,000,000$2,200,000
 Ms. Bombara$950,336   
 Mr. Elliot$1,900,671$2,000,000$2,000,000$1,800,000
 Mr. Johnson$1,045,335   
 Mr. Rupp$1,330,470$1,400,000$1,200,000$1,400,000
 Mr. McGee$7,127,414$7,500,000$10,000,000$7,500,000
 *Reflects adjustment for no payment of dividends on unvested performance shares.
 Under the 2010 and 2014 Incentive Stock Plans, no more than 500,000 shares in the aggregate can be earned by an individual employee with respect to RSUs and performance share awards made in a single calendar year. As a result, the number of shares ultimately distributed to an employee (or former employee) with respect to awards made in the same year will be reduced, if necessary, so that the number does not exceed this limit.
(3)The amounts shown in this column reflect the full aggregate grant date fair value for the fiscal years ended December 31, 2012, 2013, and 2014 calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 19 to the company's audited financial statements for the fiscal years ended December 31, 2012 and 2013, and in footnote 18 to the company's audited financial statements for the fiscal year ended December 31, 2014, included in the company's 2012, 2013 and 2014 Annual Reports on Form 10-K, respectively. Amounts in this column are not reduced for estimated forfeitures during the applicable vesting periods.
(4)The amounts shown in this column reflect cash AIP awards paid for the respective years.
(5)The amounts shown in this column reflect the actuarial increase in the present value of the accumulated benefits of the NEOs under all pension plans established by the company. The amounts were calculated using discount rate and form of payment assumptions consistent with those used in the company's GAAP financial statements. Actuarial assumptions for 2014 are described in further detail in the footnote to thePension Benefits Table on page 62. For Messrs. McGee, Swift, and Elliot, the change in pension values for 2013 are ($1,141), ($16,786), and ($7,165), respectively, and therefore not reported in the table.
(6)The amounts shown in this column are described in theSummary Compensation Table—All Other Compensation below.
(7)As part of Mr. McGee's transition agreement dated June 9, 2014, Mr. McGee's salary was reduced to $1,000,000 effective July 1, 2014 and Mr. McGee would have received retirement treatment on outstanding, unvested equity awards (except his performance share award granted on October 30, 2013, which would be forfeited as of his date of termination). Additional provisions of this transition agreement, including treatment for Mr. McGee's 2014 AIP award, are described inTreatment of FormerCEO on page 69. Following Mr. McGee's death on February 13, 2015, all of his outstanding options vested in full and all of his outstanding performance share awards (except for his performance share award granted on October 30, 2013, which was forfeited) pro-rata vested in accordance with the terms of the 2010 Incentive Stock Plan applicable upon the death of an employee.

Summary Compensation Table—All Other Compensation.

Summary Compensation Table - All Other Compensation

The following

This table provides more details on the amounts presented in the "All“All Other Compensation"Compensation” column in theSummary Compensation Tableon page55 50 for the NEOs.

       
NameYearPerquisites($) Amount Paid or Accrued pursuant
to a plan or arrangement in
connection with any termination
of employment or CIC($)		Contributions or other
allocations to defined
contribution plans
($)(1)		Total($)
Christopher Swift201411,141(2)-65,20076,341
Beth Bombara20140 -65,20065,200
Douglas Elliot20144,097(3)-65,20069,297
Brion Johnson20140 -62,60062,600
Robert Rupp20141,693(4)-65,20066,893
Liam McGee201472,886(5)50,387(6)65,200188,473


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NameYear 
Perquisites
($)

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

 
Total
($)

Christopher Swift2017 18,038
(2) 
 65,367
 83,405
Beth Bombara2017 —
  65,400
 65,400
Douglas Elliot2017 2,126
(3) 
 65,400
 67,526
Brion Johnson2017 2,750
(4) 
 65,400
 68,150
William Bloom2017 2,445
(5) 
 65,400
 67,845
Robert Rupp2017 —
  65,400
 65,400

Back to Contents

Executive Compensation

(1)The amounts shown in this
This column representrepresents company contributions under the company'scompany’s tax-qualified 401(k) plan (The Hartford Investment and Savings Plan) and The Hartford Excess Savings Plan (the "Excess“Excess Savings Plan"Plan”), a non-qualified plan established as a "mirror" to “mirror” the qualified plan to facilitate deferral of amounts that cannot be deferred under the 401(k) plan due to Internal Revenue Code limits. Additional information can be found under the "Excess“Excess Savings Plan"Plan” section of theNon-Qualified Deferred Compensation Tablebeginning on page 63. 56.
(2)Perquisite amounts for Mr. Swift included tax preparation services related to the 2013 calendar year (which was the last year for which the company paid for these services),include expenses associated with thecommuting costs and attendance of Mr. Swift's spouse at a business function, commuting costs, and hotel expenses in connection with local company events.functions.
(3)Perquisite amounts for Mr. Elliot included tax preparation services related to the 2013 calendar year (which was the last year for which the company paid for these services), andinclude expenses associated with the attendance of Mr. Elliot's spouse at a company function.business functions.
(4)Perquisite amounts for Mr. Rupp consisted of hotelJohnson include expenses in connectionassociated with local company events.the annual physical examination benefit.
(5)Perquisite amounts for Mr. McGee consistedBloom include expenses associated with the attendance of commuting costs ($5,398), car service to a charity event ($589), and a round trip flight on the fractionally-owned corporate aircraft in May related to a personal matter ($66,900). The value of personal use of fractionally-owned Company aircraft is based on incremental cost to the Company determined by the amount invoiced to the Company for operating costs of such use, including cost of the fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees and trip-related parking/hangar costs, net of any applicable employee reimbursement. Since the fractionally-owned corporate aircraft is primarily used forMr. Bloom's spouse at business travel, the Company does not include the fixed costs that do not change based on the usage, such as purchase costs and maintenance costs not related to trips.functions.


(6)The company paid $50,387 in post-career transition services for Mr. McGee in 2014. More information about Mr. McGee's transition agreement is provided inTreatment of Former CEO on page 69.
2018 Proxy Statement51

The Hartford Financial Services Group, Inc.
2015 Proxy Statement


57

COMPENSATION MATTERS

GRANTS OF PLAN BASED AWARDS TABLE

Back to Contents

Executive Compensation

Grants of Plan Based Awards Table

The followingThis table discloses the actual number of stock options, performance shares and RSUsinformation about equity awards granted to the company's NEOs in 20142017 pursuant to the 20102014 Incentive Stock Plan and the grant date fair value of these awards.Plan. The table also discloses potential payouts under the company's AIP and performance share awards. Actual AIP payouts are reported in theSummary Compensation Tableon page55 50 under the heading "Non-Equity“Non-Equity Incentive Plan Compensation." The equity” Equity awards have been rounded to the nearest whole share option or unit.

               
NamePlanGrant DateEstimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)		 Estimated Future Payouts Under
Equity Incentive Plan
Awards(2)		All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)		All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)		Exercise
or Base
Price of
Option
Awards
($/Sh)		Grant
Date Fair
Value of
Stock and
Options
Awards
($)(4)
Threshold($)Target($)Maximum($)Threshold(#)Target(#)Maximum(#)
Christopher
Swift		2014 AIP 775,0001,550,0003,100,000        
Stock Options3/4/2014        103,87235.831,100,000
Performance
Shares		3/4/2014    7,67630,70161,402   1,119,030
Beth Bombara2014 AIP 375,000750,0001,500,000        
Stock Options3/4/2014        47,21435.83500,000
Performance
Shares		3/4/2014    3,48913,95527,910   508,650
Douglas
Elliot		2014 AIP 650,0001,300,0002,600,000        
Stock Options3/4/2014        94,42935.831,000,000
Performance
Shares		3/4/2014    6,97827,91055,820   1,017,300
Brion Johnson2014 AIP 520,9001,041,7002,083,400        
Stock Options3/4/2014        51,93635.83550,000
Performance
Shares		3/4/2014    3,83815,35030,700   559,515
Robert
Rupp		2014 AIP 600,0001,200,0002,400,000        
Stock Options3/4/2014        66,10035.83700,000
Performance
Shares		3/4/2014    4,88519,53739,074   712,110
Liam
McGee		2014 AIP 1,181,3002,362,5004,725,000        
Stock Options3/4/2014        354,10835.833,750,000
Performance
Shares		3/4/2014    26,166104,661209,322   3,814,875

     
(1)The amounts shown in these columns represent pro-rated threshold, target and maximum awards payable to the NEOs under the company's AIP for 2014, rounded up to the next hundred dollar increment. Consistent with company practice, the NEO's threshold, target and maximum AIP award opportunities are based on pro-rated salary for 2014. The table below shows initial 2014 AIP target incentive opportunities and the revised 2014 AIP target incentive opportunities approved mid-year for Messrs. Swift, Elliot and Johnson and Ms. Bombara to reflect their increased responsibilities following the CEO transition. Mr. Rupp's AIP target incentive opportunity did not change in 2014. Mr. McGee's target annual incentive opportunity was based on a salary of $1,100,000 as established by the independent directors in February, 2014 and was reduced when his salary was reduced to $1,000,000 on July 1, 2014.
 NEOAIP Target effective 1/1/2014AIP Target effective 7/1/2014*2014 Pro-rated AIP Target
 Christopher Swift$1,100,000$2,000,000$1,550,000
 Beth Bombara$650,000$850,000$750,000
 Douglas Elliot$1,000,000$1,600,000$1,300,000
 Brion Johnson$1,000,000$1,100,000$1,041,700
 Liam McGee$2,475,000$2,225,000$2,362,500
 

* Mr. Johnson's AIP target was increased effective August 1, 2014.

The amounts shown under the "Threshold" column represent the payout amount for achieving the minimum level of performance for which an amount is payable under the AIP (no amount is payable if this level of performance is not reached). The amounts shown under the "Maximum" column are 200% of target and represent, in the Compensation Committee's practice, the maximum amount payable. However, to reward extraordinary performance, the Compensation Committee may, in its sole discretion, authorize individual AIP awards of up to the lesser of 300% of the target annual incentive payment level or the Internal Revenue Code section 162(m) limit. The actual 2014 AIP award for each of the NEOs is reported in the column entitled "Non-Equity Incentive Plan Compensation" in theSummary Compensation Table.

option.


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NamePlan Grant Date 
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)
 
Estimated Future Payouts Under
Equity Incentive Plan
Awards(2)
 
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
 
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)
 
Exercise
or Base
Price of
Option
Awards
($/Sh)
 
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(4)
Threshold
($)
 
Target
($)
 
Maximum
($)
Threshold
(#)
 
Target
(#)
 
Maximum
(#)
C. Swift2017 AIP   1,375,000
 2,750,000
 5,000,000
  
  
  
    
  
  
Stock Options 2/28/2017  
  
  
  
  
  
   302,908
 48.89
 3,750,000
Performance
Shares
 2/28/2017  
  
  
 13,423
 76,703
 153,406
    
  
 3,472,500
B. Bombara2017 AIP   550,000
 1,100,000
 2,200,000
  
  
  
    
  
  
Stock Options 2/28/2017  
  
  
  
  
  
   70,679
 48.89
 875,000
Performance
Shares
 2/28/2017  
  
  
 3,132
 17,897
 35,794
    
  
 810,250
D. Elliot2017 AIP   925,000
 1,850,000
 3,700,000
  
  
  
    
  
  
Stock Options 2/28/2017  
  
  
  
  
  
   201,939
 48.89
 2,500,000
Performance
Shares
 2/28/2017  
  
  
 8,949
 51,135
 102,270
    
  
 2,315,000
B. Johnson2017 AIP   675,000
 1,350,000
 2,700,000
  
  
  
    
  
  
Stock Options 2/28/2017  
  
  
  
  
  
   60,582
 48.89
 750,000
Performance
Shares
 2/28/2017  
  
  
 2,685
 15,341
 30,682
    
  
 694,500
W. Bloom2017 AIP   400,000
 800,000
 1,600,000
  
  
  
    
  
  
Stock Options 2/28/2017  
  
  
  
  
  
   40,388
 48.89
 500,000
Performance
Shares
 2/28/2017  
  
  
 1,790
 10,227
 20,454
    
  
 463,000
R. Rupp2017 AIP   600,000
 1,200,000
 2,400,000
  
  
  
    
  
  
Stock Options 2/28/2017  
  
  
  
  
  
   56,543
 48.89
 700,000
Performance
Shares
 2/28/2017  
  
  
 2,506
 14,318
 28,636
    
  
 648,200

Back to Contents

Executive Compensation

(1)
Consistent with company practice, the NEO’s threshold, target and maximum AIP award opportunities are based on salary for 2017. The “Threshold” column shows the payout amount for achieving the minimum level of performance for which an amount is payable under the AIP (no amount is payable if this level of performance is not reached). The “Maximum” column shows the maximum amount payable at 200% of target, subject to the limit set out in the Executive Bonus Program approved by shareholders in 2014; the amount for Mr. Swift has been reduced to $5,000,000 to reflect this plan limit. To reward extraordinary performance, the Compensation Committee may, in its sole discretion, authorize individual AIP awards of up to the lower of 300% of the target annual incentive payment level or the Executive Bonus Program limit. The actual 2017 AIP award for each NEO is reported in the “Non-Equity Incentive Plan Compensation” column in theSummary Compensation Table.
(2)The amounts in these columns represent the number of performance shares granted to the NEOs on March 4, 2014 as part of the annual LTI award program. The performance shares grantedFebruary 28, 2017 vest on March 4, 2014 vest as of December 31, 2016,2019, the end of the three year performance period, for the award, based on the company'scompany’s TSR performance relative to a peer group established by the Compensation Committee, and performance based on improvement inpre-established ROE targets, with the two measures weighted equally (50/50), as described on page 44. 40. The amounts shown under the "Threshold"“Threshold” column for this grant represent 25%represents 17.5% of target which is the payout amount for achieving the minimum level of performance for which an amount is payable under the program (no amount is payable if this level of performance is not reached). The amounts shown under the "Maximum"“Maximum” column arefor this grant represents 200% of target and representis the maximum amount payable.
(3)The amounts in this column represent the number of options granted in 20142017 to purchase shares of the company's common stock. Each option award vestsstock vest 1/3 per year on each anniversary of the grant date and each option has an exercise price equal to the fair market value of one share of common stock on the date of grant. The value of each stock option award is $12.38 and was determined by using a lattice/Monte-Carlo based option valuation model; thethis value was not reduced to reflect estimated forfeitures during the vesting period. The value established for each stock option was $10.59.
(4)The NYSE closing price per share of the company'scompany’s common stock of $35.83 on March 4, 2014,February 28, 2017, the date of the annual2017 LTI grants for the NEOs, is used to value the annual LTI award.was $48.89. To determine the fair value of the portion of the annual LTIperformance share award, granted as performance shares, with a peer relative TSR and ROE metric, the market value on the grant date is adjusted by a factor of 1.01730.9260 to take into consideration that (a) dividends are not paid on unvested performance shares, and (b)to reflect the probable outcome of the performance condition(s) consistent with the estimated aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718.


52www.thehartford.com
COMPENSATION MATTERS

probable outcome of the performance condition(s) consistent with the estimated aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718.
Outstanding Equity Awards at Fiscal Year-End Table

The following

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
This table shows outstanding stock option awards classified as exercisable and unexercisable and the number and market value of any unvested or unearned equity awards outstanding as of December 31, 2014 for the company's NEOs. The value of any unvested or unearned equity awards outstanding as of December 31, 2014 is calculated2017 and valued using a market value of $41.69,$56.28, the NYSE closing price per share of the company'scompany’s common stock on December 31, 2014.

             
NameOption Awards Stock Awards
Grant DateNumber of
Securities
Underlying
Unexercised
Options
(#)
Exercisable(1)		Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)		Option
Exercise
Price($)		Option
Expiration
Date		Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)(2)		Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(3)		Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(4)		Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(3)
Christopher
Swift		3/1/201192,937-28.913/1/2021     
2/28/201298,96549,48320.632/28/2022     
3/5/201347,12994,25924.153/5/2023   91,0983,797,876
10/30/2013     29,7631,240,81929,2481,219,349
3/4/2014-103,87235.833/4/2024   30,7011,279,925
Beth
Bombara		3/1/201113,104-28.913/1/2021     
2/28/2012-7,19820.632/28/2022     
3/5/201317,13834,27624.153/5/2023   33,1261,381,023
10/30/2013      17,858744,50017,549731,618
3/4/2014-47,21435.833/4/2024   13,955581,784
Douglas
Elliot		5/4/201181,320-28.055/4/2021     
2/28/201230,97140,48620.632/28/2022     
3/5/201342,84585,69024.153/5/2023   82,8163,452,599
10/30/2013     29,7631,240,81929,2481,219,349
3/4/2014-94,42935.833/4/2024   27,9101,163,568
Brion
Johnson		2/28/2012     15,271636,648  
3/5/201319,28038,65124.153/5/2023   37,2681,553,703
10/30/2013     17,858744,50017,549731,618
3/4/2014-51,93635.833/4/2024   15,350639,942

29, 2017

The Hartford Financial Services Group, Inc.
2015 Proxy Statement


59


NameOption Awards Stock Awards
Grant Date 
Number of
Securities
Underlying
Unexercised
Options
Exercisable(#)(1)

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

 Option
Exercise
Price
($)
 Option
Expiration
Date		 
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)(2)

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

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

Christopher
Swift		3/1/2011 92,937
 —
 28.91
 3/1/2021  
  
  
  
2/28/2012 148,448
 —
 20.63
 2/28/2022  
  
  
  
3/5/2013 141,388
 —
 24.15
 3/5/2023  
  
  
  
10/30/2013  
  
  
   31,424
 1,768,543
 

 

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

 

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

 

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

 

 76,703
 4,316,845
Beth
Bombara		3/1/2011 13,104
 —
 28.91
 3/1/2021  
  
  
  
2/28/2012 7,198
 —
 20.63
 2/28/2022  
  
  
  
3/5/2013 51,414
 —
 24.15
 3/5/2023  
  
  
  
10/30/2013  
  
 

   18,855
 1,061,159
 

 

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

 

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

 

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

 

 17,897
 1,007,243
Douglas
Elliot		5/4/2011 81,320
 —
 28.05
 5/4/2021  
  
  
  
2/28/2012 71,457
 —
 20.63
 2/28/2022  
  
  
  
3/5/2013 128,535
 —
 24.15
 3/5/2023  
  
  
  
10/30/2013  
  
  
   31,424
 1,768,543
 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 14,318
 805,817

Back to Contents

Executive Compensation

           
NameOption Awards Stock Awards
Grant DateNumber of
Securities
Underlying
Unexercised
Options
(#)
Exercisable(1)		Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)		Option
Exercise
Price($)		Option
Expiration
Date		Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)(2)		Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(3)		Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(4)		Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(3)
Robert
Rupp		11/4/201192,230-17.8311/4/2021     
2/28/201252,97831,48920.632/28/2022     
3/5/201329,99159,98324.153/5/2023   57,9722,416,853
10/30/2013     17,858744,50017,549731,618
3/4/2014-66,10035.833/4/2024   19,537814,498
Liam
McGee(5)		3/1/2011302,045-28.913/1/2021     
2/28/2012112,460168,69120.632/28/2022     
3/5/2013160,668321,33724.153/5/2023   310,56012,947,246
10/30/2013       146,2426,096,829
3/4/2014 354,10835.833/4/2024   104,6614,363,317

(1)
Stock options granted to the NEOs vest and become exercisable 1/3 per year on each anniversary of the grant date. Stock options granted to the NEOsdate and generally expire on the tenth anniversary of the grant date. See "(2)“(2) Accelerated Stock Option Vesting"Vesting” on page 6760 following thePayments upon Termination or Change of Controltable for a description of the circumstances in which vesting is accelerated.


2018 Proxy Statement53
COMPENSATION MATTERS

(2)The amounts shown in this
This column representrepresents unvested RSU awards. Amounts includeawards (including accumulated dividend equivalents through December 31, 2014. All RSU awards2017) granted to NEOs vest on the third anniversary of the grant date, except for the RSUs grantedMr. Swift, Ms. Bombara, Mr. Elliott, Mr. Johnson and Mr. Rupp on October 30, 2013 and which vest on the fifth anniversary of the grant date,October 30, 2018, assuming continued service through October 30, 2018.that date. Mr. Bloom received a retention RSU award on August 1, 2016 that will vest on August 1, 2019, assuming continued service through that date. See "(3)“(3) Accelerated Vesting of Performance Shares and Other LTI Awards"Awards” on page 6760 following thePayments upon Termination or Change of Controltable for a description of the circumstances in which vesting is accelerated for these RSUs. Dividends are credited on RSUs.
(3)The amounts shown in this
This column represent the market value of the awards calculated using $41.69, the closing stock price of the company's common stock on the NYSE on December 31, 2014.
(4)

The amounts shown in this column for the March 5, 2013represents unvested performance share awards represent unvested awards at 200% of target (the maximum amount payable) assuming that the company has achieved the highest performance level. Performance shares granted on March 5, 2013 vest as of December 31, 2015 at the end of the three year performance period based on the company's TSR performance relative to a peer group established by the Compensation Committee, as described on page 37 of the 2014 proxy.

The amounts shown for the October 30, 2013 special equity awards represent unvested awards at target. Performance shares grantedDividends are not credited on October 30, 2013 vest as of October 30, 2018 based on Compensation Core ROE performance as of December 31, 2016, as described on page 44 in the 2014 proxy, and continuous employment through the vesting date.

The amounts shown for the March 4, 2014 performance share awards represent unvested awards at target. Performance shares granted on March 4, 2014 vest as of December 31, 2016, the end of the three year performance period based on the company's TSR performance relative to a peer group established by the Compensation Committee and performance based on improvement in ROE, with the two measures weighted equally (50/50), as described on page 44.

shares. See "(3)“(3) Accelerated Vesting of Performance Shares and Other LTI Awards"Awards” on page 6760 following thePayments upon Termination or Change of Controltable for a description of the circumstances in which vesting is accelerated for performance shares.

Dividends are not credited on performance shares.

Performance shares granted on March 1, 2016 vest on December 31, 2018, the end of the three year performance period, based on the company’s TSR performance relative to the peer group established by the Compensation Committee and performance against pre-established ROE targets, with the two measures weighted equally (50/50), as described on page 35 of the 2017 proxy.
Performance shares granted on February 28, 2017 vest on December 31, 2019, the end of the three year performance period, based on the company’s TSR performance relative to the peer group established by the Compensation Committee and performance against pre-established ROE targets, with the two measures weighted equally (50/50), as described on page 40 of this proxy.
(5)(4)UnderThis column reflects the transition agreement dated June 9, 2014, Mr. McGee's special equity award (granted on October 30, 2013) would be forfeited when he left the company in 2015, consistent with the terms of that award, and Mr. McGee's other unvested performance share awards and his outstanding stock options would receive retirement treatment. Following Mr. McGee's death on February 13, 2015, all of his outstanding options vested in full and all of his outstanding performance share awards pro-rata vested in accordance with the regular termsmarket value of the 2010 Incentive Stock Plan (except for his performance share awardshares granted on October 30, 2013, which was forfeited). Please seeTreatment of Former CEO on page 69 for additional information.March 1, 2016 and February 28, 2017 at target.


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OPTION EXERCISES AND STOCK VESTED TABLE

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Executive Compensation

Option Exercises and Stock Vested Table

The followingThis table sets forth certainprovides information regarding option awards exercised and stock awards that vested during 2014 for the company's NEOs.2017. The numbers have been rounded to the nearest whole dollar share or unit.

      
NameOption Awards Stock Awards
Number of Shares
Acquired on Exercise (#)		Value Realized
on Exercise
($)(1)		Number of Shares
Acquired on Vesting
(#)(2)		Value Realized
on Vesting
($)(3)
Christopher Swift-- 124,5464,935,291
Beth Bombara14,394192,927 17,953712,153
Douglas Elliot50,000843,500 104,9814,165,803
Brion Johnson-- 7,998331,658
Robert Rupp20,000391,695 85,6113,496,951
Liam McGee224,9223,631,748 418,77416,620,219

    
(1)The amounts in this column reflect the value realized upon the exercise of vested stock options during 2014. The value realized is the difference between the fair market value of common stock on the date of exercise and the exercise price of the option. All options were exercised pursuant to pre-planned trading plans in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
(2)The numbers in this column include the vesting of RSUs granted in 2011 and settled in shares for Messrs. Swift, Elliot, Rupp and McGee and Ms. Bombara. Messrs. Swift and McGee and Ms. Bombara received the 2011 RSUs, which vested in full on March 1, 2014, as part of the 2011 annual grant; Mr. Elliot and Mr. Rupp received the 2011 RSUs, which vested on May 4, 2014 and November 4, 2014, respectively, as sign-on awards. This column also includes performance shares granted on February 28, 2012 which vested on December 31, 2014 and were paid out in 2015 based on a 165% payout factor as a result of the company's performance against the award's relative TSR performance objective for the three-year performance period January 1, 2012 - December 31, 2014, which the Compensation Committee certified on February 22, 2015. The following table illustrates the breakdown between vested RSUs and vested Performance Shares included in the number of vested shares listed in the table above:
  Vested RSUs (#)Vested Performance Shares (#)
 Mr. Swift36,56887,978
 Ms. Bombara5,15612,797
 Mr. Elliot32,99871,983
 Mr. Johnson-7,998
 Mr. Rupp29,62555,986
 Mr. McGee118,847299,927
(3)The amounts shown in this column reflect the value of vested RSU and performance share awards. The value of the RSU awards is based on the NYSE closing price per share of the company's common stock on the date of vesting. The value of performance share awards is based on the NYSE closing price per share of the company's common stock on February 20, 2015 ($41.47), the last business day prior to the date the Compensation Committee certified the vesting percentage, which occurred on a day when the NYSE was closed.

share.
NameOption Awards Stock Awards
Number of Shares
Acquired on Exercise
(#)(1)
 
Value Realized
on Exercise
($)(1)
 
Number of Shares
Acquired on Vesting
(#)(2)

 
Value Realized
on Vesting
($)(3)

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

 
 39,875
 2,205,901
Robert Rupp
 
 17,649
 952,153
(1)No options were exercised by the NEOs during 2017.
(2)
The performance shares granted on March 3, 2105 vested on December 31, 2017 and paid out at 104% of target following the Compensation Committee’s February 21, 2018 certification of company performance against two equally weighted measures:
•above target performance for pre-established ROE targets, and
between threshold and target performance against the relative TSR performance objective for the three-year performance period January 1, 2015 – December 31, 2017.
(3)The taxable value of performance share awards is based on the NYSE closing price per share of the company's common stock on February 21, 2018 ($53.95), the date the date the Compensation Committee certified the vesting percentage.
(4)The amount shown for Mr. Bloom reflects (a) $1,729,825 as a result of the vesting of his sign-on RSU award, which was granted on August 1, 2017, and (b) $476,076 as a result of the vesting of the performance shares granted on March 3, 2015.


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Executive Compensation

Pension Benefits Table

COMPENSATION MATTERS

PENSION BENEFITS TABLE
The table below shows the number of years of credited service, the actuarial present value of the accumulated pension benefit, and the actual cash balance account as of December 31, 2014 for each of the NEOs2017 under the company's retirement plans. Federal tax law limits the amount of benefits that can be paid and compensation that may be recognized under acompany’s tax-qualified retirement plan. Therefore, the company has both a tax-qualified retirementpension plan (The Hartford Retirement Plan for U.S. Employees, or the "Retirement Plan"“Retirement Plan”) and athe non-qualified retirementpension plan (The Hartford Excess Pension Plan II, or the "Excess“Excess Pension Plan"Plan”) for payment of those benefits that cannot be paid from the tax-qualified plan (together, the "Plans"). The practical effecteach of the Excess Pension Plan is to calculate benefitsNEOs, except Mr. Bloom. Mr. Bloom had accrued a benefit in respect of a prior period of employment when a final average pay formula was applicable. He was rehired after the cash balance account formula accruals ceased as of December 31, 2012. Therefore, the Actual Cash Balance Account or Accrued Benefit column illustrates Mr. Bloom's accrued final average pay formula benefit for all similarly situated employees on a uniform basis without regard to federal tax law limitations.

      
NamePlan NameNumber of Years
Credited Service
(#)(1)		Present Value of
Accumulated Benefit
($)(2)		Actual Cash
Balance Account($)		Payments During
Last Fiscal Year($)
Christopher SwiftRetirement Plan2.8358,81563,422-
Excess Pension Plan2.83327,108352,730-
Beth BombaraRetirement Plan8.67123,710139,386-
Excess Pension Plan8.67153,796173,285-
Douglas ElliotRetirement Plan1.7440,97043,956-
Excess Pension Plan1.74144,011154,507-
Brion JohnsonRetirement Plan1.2425,29827,096-
Excess Pension Plan1.2448,72152,184-
Robert RuppRetirement Plan1.1631,39032,050-
Excess Pension Plan1.1638,75139,567-
Liam McGee(3)Retirement Plan3.2598,071101,268-
Excess Pension Plan3.25496,195512,370-

his earlier period of employment.

NamePlan Name 
Number of Years
Credited Service
(#)(1)

 
Present Value of
Accumulated Benefit
($)(2)

 
Actual Cash
Balance Account or Accrued Benefit
($)

 
Payments During
Last Fiscal Year
($)

Christopher SwiftRetirement Plan 2.83
 67,641
 69,920
 —
Excess Pension Plan 2.83
 376,195
 388,869
 —
Beth BombaraRetirement Plan 8.67
 144,789
 153,667
 —
Excess Pension Plan 8.67
 180,002
 191,039
 —
Douglas ElliotRetirement Plan 1.74
 47,023
 48,459
 —
Excess Pension Plan 1.74
 165,287
 170,337
 —
Brion JohnsonRetirement Plan 1.24
 29,016
 29,872
 —
Excess Pension Plan 1.24
 55,881
 57,530
 —
William Bloom(3)
Retirement Plan 3.50
 124,398
 11,198
 —
Excess Pension Plan 3.50
 1,301
 117
 —
Robert RuppRetirement Plan 1.16
 35,322
 35,334
 —
Excess Pension Plan 1.16
 43,606
 43,621
 —
(1)Credited service was frozen
Benefit accruals ceased as of December 31, 2012 under these Plans. However,each Plan, but service continuedcontinues to be earnedcredited for vesting purposes.purposes of determining whether employees have reached early or normal retirement milestones. As of December 31, 2014,2017, each of the named executive officersNEOs was vested at 100% in his or her Final Average Earnings benefit or cash balance account.
(2)
The present value of accumulated benefits under each Plan is calculated usingassuming that benefits commence at age 65, no pre-retirement mortality, a lump sum form of payment and the same actuarial assumptions used by the company for GAAP financial reporting purposes, and assuming that benefits commence at age 65 for each executive under the Plans' cash balance formula. The assumptions are a discount rate of 4.00%, no pre-retirement mortality, and a lump sum form of payment. In accordance with the assumptions used for GAAP financial reporting,purposes. Because the cash balance amounts are projected to age 65 using an assumed interest crediting rate of 3.3% (the actual rate in effect for 2014)2017), and the present value as of December 31, 20142017 is determined using a discount rate of 4.00%; therefore,3.72%, the present value amounts are lower than the actual December 31, 20142017 cash balance accounts for these participants.accounts.
(3)As a resultFor Mr. Bloom, the present value of the final average pay benefit portion of Mr. McGee's death, his Excess Pension PlanBloom's benefit will be paid out in 2015.assumes commencement at the date he would receive an unreduced benefit under the plan (age 62 plus one month) and an annuity form of payment. Mr. Bloom has no accrued benefit under the cash balance formula.

Cash Balance Formula

Retirement benefits were accrued under a cash balance formula for employees hired on or after January 1, 2001 and before January 1, 2013, including the NEOs.

Employees hired prior to January 1, 2001 accrued benefits under a final average pay formula through December 31, 2008 and began to accrueaccrued benefits under the cash balance formula beginningfrom January 1, 2009. None of2009 to December 31, 2012.
For employees hired on or after January 1, 2001, retirement benefits accrued under the NEOs participate in the final average pay formula.

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

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

employment.

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

Final Average Pay Formula
Because Mr. Bloom was previously employed by The Hartford from 1996-1999, he earned benefits under the final average pay formula in effect for employees hired prior to January 1, 2001. This final average pay formula provides an annual pension, payable in the form of an annuity commencing as of normal retirement age (age 65) for the participant's lifetime, equal to 2% of the employee's average final pay for each of the first 30 years of credited service, reduced by 1.67% of the employee's primary Social Security benefit for each of the first 30 years of credited service. An employee's final average pay is calculated as the sum of (i) average annual base salary for the 60 calendar months of the last 120 calendar months of service prior to 2009 affording the highest


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Executive Compensation

COMPENSATION MATTERS

average, plus (ii) average annual bonus payments in the five calendar years of the employee's last ten calendar years of service prior to 2009 affording the highest average. Benefits are payable as a single life annuity or reduced actuarially-equivalent amount in order to provide for payments to a contingent annuitant. Mr. Bloom is not currently eligible to retire.
Non-Qualified Deferred Compensation Table

NON-QUALIFIED DEFERRED COMPENSATION TABLE
Excess Savings Plan

NEOs, as well as other employees, may contribute to the company'scompany’s Excess Savings Plan, a non-qualified plan established as a "mirror"“mirror” to the company'scompany’s tax-qualified 401(k) Planplan (The Hartford Investment and Savings Plan). The Excess Savings Plan is intended to facilitate deferral of amounts that cannot be deferred under the 401(k) Plan for employees whose compensation exceeds the Internal Revenue Code limit on compensation that can be recognized byfor the 401(k) Planplan ($260,000270,000 in 2014)2017). When an eligible employee'semployee’s annual compensation reaches that Internal Revenue Code limit, the eligible employee can contribute up to six percent (6%) of compensation in excess of that limit to the Excess Savings Plan. Compensation recognized by the Excess Savings Plan, includes base pay, annual bonuses, overtime, shift differentials, commissions and sales incentive payments; there isup to a combined $1 million annual limit on compensation recognized by the 401(k) Plan and the Excess Savings Plan combined.for both plans. The company makes a matching contribution to the Excess Savings Plan in an amount equal to 100% of the employee'semployee’s contribution. Company contributions to the Excess Savings Plan are fully vested. Excess Savings Planvested and plan balances are payable in a lump sum following termination of employment.

The table below shows the notional investment options available under the Excess Savings Plan during 2017 and their annual rates of return for the calendar year ended December 31, 2017, as reported by the administrator of the Excess Savings Plan. The notional investment options available under the Excess Savings Plan correspond to the investment options available to participants in the 401(k) Plan. The table below shows the notional investment options available under the Excess Savings Plan during 2014 and their annual rates of return for the calendar year ended December 31, 2014, as reported by the administrator of the Excess Savings Plan. The company may change the notional investment options available from time to time.

Excess Savings Plan Notional Investment Options

      
Name of FundRate of Return
(as of December 31, 2014)		 Name of FundRate of Return
(as of December 31, 2014)		 
The Hartford Stock Fund21.53 Vanguard Target Retirement 2010 Trust6.02 
ISP International Equity Fund(1)-3.71 Vanguard Target Retirement 2015 Trust6.65 
ISP Active Large Cap Equity Fund(2)10.73 Vanguard Target Retirement 2020 Trust7.22 
ISP Small/Mid Cap Equity Fund(3)9.41 Vanguard Target Retirement 2025 Trust7.25 
Hartford Index Fund13.65 Vanguard Target Retirement 2030 Trust7.28 
ISP High Yield Bond Fund1.57 Vanguard Target Retirement 2035 Trust7.26 
Hartford Stable Value Fund2.34 Vanguard Target Retirement 2040 Trust7.29 
Hartford Total Return Bond HLS Fund5.89 Vanguard Target Retirement 2045 Trust7.29 
SSGA Real Asset Fund-1.06 Vanguard Target Retirement 2050 Trust7.29 
Vanguard Prime Money Market Fund0.05 Vanguard Target Retirement 2055 Trust7.27 
Vanguard Target Retirement Income Trust5.72 Vanguard Target Retirement 2060 Trust7.25 

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

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

The Hartford Stock Fund20.18% Vanguard Target Retirement 2015 Trust11.56%
ISP International Equity Fund(1)
24.83% Vanguard Target Retirement 2020 Trust14.19%
ISP Active Large Cap Equity Fund(2)
26.09% Vanguard Target Retirement 2025 Trust16.04%
ISP Small/Mid Cap Equity Fund(3)
17.94% Vanguard Target Retirement 2030 Trust17.63%
Hartford Index Fund21.80% Vanguard Target Retirement 2035 Trust19.22%
Hartford Stable Value Fund2.27% Vanguard Target Retirement 2040 Trust20.84%
Hartford Total Return Bond HLS Fund5.16% Vanguard Target Retirement 2045 Trust21.50%
SSGA Real Asset Fund8.62% Vanguard Target Retirement 2050 Trust21.51%
Vanguard Federal Money Market Fund0.81% Vanguard Target Retirement 2055 Trust21.52%
Vanguard Target Retirement Income Trust8.61% Vanguard Target Retirement 2060 Trust21.52%
Vanguard Target Retirement 2010 Trust(4)
5.15% 
Vanguard Target Retirement 2065 Trust(5)
7.51%
(1)The ISP International Equity Fund is a multi-fund portfolio made up of two underlying mutual funds that provides a blended rate of return. The underlying funds utilized in the ISP International Equity Fund are the Hartford International Opportunities HLS Fund (50%) and Dodge & Cox International Stock Fund (50%).
(2)The ISP Active Large Cap Equity Fund is a multi-fund portfolio made up of threetwo underlying funds (two mutual funds and one separate account managed by an investment manager) that provides a blended rate of return. The underlying funds utilized inare the ISP Active Large Cap Equity Fund are Columbus Circle Large Cap Growth Fund (33.3%), Hartford Dividend and Growth HLS Fund (33.3%(50%), and Hartford Capital Appreciation HLSthe Loomis Sayles Growth Fund (33.4%(50%).
(3)The ISP Small/Mid Cap Equity Fund is a multi-fund portfolio made up of four underlying funds (two(one mutual fundsfund and twothree managed separate accounts managed by investment managers)accounts) that provides a blended rate of return. The underlying funds utilized in the ISP Small/Mid Cap Equity Fund are the Hartford Small Company HLST. Rowe Price QM U.S. Small-Cap Growth Fund (20%), Chartwell Investment Partners Small Cap Value Fund (20%), Hartford MidCap HLS Fund (30%), and LMCG Investments Mid Cap Value Fund (30%). The T. Rowe Price QM U.S. Small-Cap Growth Fund replaced the Hartford Small Company HLS Fund on February 1, 2017.
(4)The Vanguard Target Retirement 2010 Trust Fund was merged into the Vanguard Target Retirement Income Trust as of July 20, 2017.
(5)The Vanguard Target Retirement 2065 Trust Fund was added as an investment option on July 20, 2017. The rate of return shown represents return from the date it was added to the plan until December 31, 2017.

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Non-Qualified Deferred Compensation - Excess Savings Plan

The table below shows the aggregate amount of NEO and company contributions, to the above plan during 2014, the aggregate earnings credited, under this plan during 2014, and the total balance of each NEO'sNEO’s account under this planthe Excess Savings Plan as of December 31, 2014.

      
NameExecutive
Contributions
in Last FY
($)(1)		Registrant
Contributions
in Last FY
($)(2)		Aggregate
Earnings
in Last FY
($)(3)		Aggregate
Withdrawals /
Distributions($)		Aggregate
Balance
at Last FYE
($)(4)
Christopher Swift44,40044,40016,013-350,811
Beth Bombara44,40044,4004,192-189,859
Douglas Elliot44,40044,4005,091-240,702
Brion Johnson44,40044,4009,726-115,176
Robert Rupp44,40044,40011,587-240,119
Liam McGee44,40044,40025,349-523,177

2017.

Name
Executive
Contributions
in Last FY ($)(1)

 
Registrant
Contributions
in Last FY ($)(2)

 
Aggregate
Earnings
in Last FY ($)(3)

 
Aggregate
Withdrawals /
Distributions ($)

 
Aggregate
Balance
at Last FYE ($)(4)

Christopher Swift43,800
 43,800
 97,186
 —
 741,214
Beth Bombara43,800
 43,800
 10,229
 —
 478,853
Douglas Elliot43,800
 43,800
 11,459
 —
 533,404
Brion Johnson43,800
 43,800
 89,718
 —
 493,288
William Bloom43,800
 43,800
 32,010
 —
 217,554
Robert Rupp43,800
 43,800
 97,241
 —
 611,517
(1)
The amounts shown in this column reflect executive contributions into the Excess Savings Plan during 20142017 with respect to annualAnnual Incentive Plan cash incentive awards paid in 20142017 in respect of performance during 2013.2016. These amounts are included in the "Non-Equity“Non-Equity Incentive Plan Compensation"Compensation” column of theSummary Compensation Table in the 2014 proxy for Messrs Swift, Elliot, Rupp and McGee. For Ms. Bombara and Mr. Johnson, their annual cash incentive awards paid in 2014 in respect of performance for 2013 were $1,000,000 and $1,400,000 respectively.2016.
(2)
The amounts shown in this column reflect the company'scompany’s matching contributions into the Excess Savings Plan in respect of each NEO'sNEO’s service in 2014.2017. These amounts are also included with the Company's contributions to the 401(k) plan in the "All“All Other Compensation"Compensation” column of theSummary Compensation Tableon page 55. 50.
(3)
The amounts shown in this column represent earningsinvestment gains (or losses) on notional investment funds corresponding toavailable under the fundsExcess Savings Plan (which mirror investment options available under the 401(k) Plan.Plan). No portion of these amounts is included in theSummary Compensation Tableon page 55 50 as the company does not provide above-market rates of return.
(4)
The amounts shown represent the cumulative amount that has been credited to each NEO'sNEO’s account under the applicable plan as of December 31, 2014.2017. The amounts reflect the sum of the contributions made by each NEO orand the company oversince the NEO's entire period of service withNEO first began participating in the Excess Savings Plan (including executive and company contributions reported in the Summary Compensation Tables in previous years), adjusted for any earnings or losses as well as the earnings credited on such amounts during such period under the termsa result of the plan.performance of the notional investments. The reported balances are not amounts provided to the NEOs for 2014based solely on 2017 service. Amounts reported in this column were reported in prior year Summary Compensation Tables to the extent they represented executive or company contributions under the plan, but not to the extent they represented earnings on those contributions. As a result of his death, Mr. McGee's Excess Savings Plan account will be distributed in 2015 according to the terms of the plan.

Deferred Distribution of Vested Equity

The table below shows the value of equity compensation for Ms. Bombara that vested in 2013 and was distributed in 2014.(1)

       
Name Executive
Contributions
in Last FY($)		Registrant
Contributions
in Last FY($)		Aggregate
Earnings
in Last FY
($)(2)		Aggregate
Withdrawals /
Distributions
($)(3)		Aggregate
Balance
at Last FYE($)
Christopher Swift  -  -
Beth BombaraRSUs--(5,686)(115,182)-
Douglas Elliot --  -
Brion Johnson --  -
Robert Rupp --  -
Liam McGee --  -

 2018 Proxy Statement57

(1)The amount shown represents the final 1/3 tranche of Ms. Bombara's 2010 RSUs that vested on February 25, 2013, three years following the grant date of February 25, 2010, with distribution subject to a one year hold. The original grant date value for all of Ms. Bombara's 2010 RSUs was $229,500.
(2)The amount shown represents dividends credited in 2014 plus changes in market value on the vested award. This amount was not included in theSummary Compensation Table for 2014.
(3)COMPENSATION MATTERSFollowing the completion of the one-year hold as of February 25, 2014, Ms. Bombara's 2010 RSUs were distributed as cash, net of required tax withholding.

Potential Payments Upon Termination or Change of Control


POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
The following section provides information concerning the value of potential payments and benefits as of December 31, 20142017 that would be payable to NEOs following termination of employment under various circumstances or in the event of a Change of Control (as defined on page69) 61). Benefit eligibility and values as of December 31, 20142017 vary based on the reason for termination.


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Executive Compensation

Senior Executive Severance Pay Plan

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

Involuntary Termination (Other than for Cause)

A participant in the Senior Executive Plan whoprovisions.

If an NEO is involuntarily terminated, other than for Cause (as defined on page69) 61), and not eligible for retirement treatment under the AIP or for some or all of his or her LTI award(s), he or she would receivereceive:
a lump sum severance pay in an amount equal to two times the sum of the executive'sexecutive’s annual base salary plusand the target AIP award, both determined as of the termination date. The severance pay would bedate, payable in a lump sum within 60 days of termination. In addition, a participant would be eligible to receive termination;
a pro rata AIP award, in a discretionary amount, under the company'scompany’s AIP for the year in which the termination occurs, payable no later than the March 15 following the calendar year of termination. The participating executive would also vesttermination;
to the extent provided by the LTI award terms, vesting in a pro rata inportion of any outstanding unvested LTI awards, other than the October 2013 special equity awards and Mr. Bloom's August 2016 RSU award, provided that at least one full year of the performance or restriction period of an award has elapsed as of the termination date. The Senior Executive Plan provides for date; and
continued health coverage and outplacement services for up to twelve months.

months following the termination date.

Treatment Uponupon a Change of Control

If, within the two year period following a Change of Control (as defined on page69) 61), (1) a participantthe NEO is involuntarily terminated by the company other than for Cause, or (2) the participantNEO voluntarily terminates employment with the company for Good Reason (as defined on page70) 62), then the participantNEO would receive the same severance pay under the Senior Executive Plan as the participantNEO would have received in the event of involuntary termination before a Change of Control, and would be eligible for a pro rata AIP award as set forth above, except that the pro rata AIP award payable would be at least the same percentage of the target level of payout as is generally applicable to executives whose employment did not terminate. In addition, outstanding unvested LTI awards granted prior to October 2013 would be fully vested upon a Change of Control. The special equity awards granted in October 2013, and any subsequent LTI awards would not vest automatically upon a Change of Control so long as the Compensation Committee determines that, upon the Change of Control, the awards would either continue to be honored or be replaced with substantially equivalent alternative awards. If the awards were so honored or replaced, then those awards would fully vest if, within the two year period following the Change of Control, (1) the executiveNEO was involuntarily terminated by the company other than for Cause, or (2) the executiveNEO voluntarily terminated employment with the company for Good Reason.
In the event of a Change of Control, the NEO would receive a lump sum equal to the present value of the NEO's benefit under the Excess Pension Plan and his or her Excess Savings Plan balance, provided that the Change of Control also constituted a “change in control” as defined in regulations issued under Section 409A of the Internal Revenue Code.
No gross-up would be provided in any event for any excise taxes that apply to an NEO upon a Change of Control.

Other Benefits Payablein the Event of Death or Disability
In the event of death, an NEO would also receive a company-paid life insurance benefit in addition to whatever voluntary group term life insurance coverage is in effect. The company paid benefit would equal one times salary with a cap of $100,000, unless the employee had elected a flat amount of $50,000.  
In the event of disability, the NEO would be entitled to short and long term disability benefits if he or she were disabled in accordance with the terms of the applicable plan. Upon the commencement of long term disability benefits and while in receipt of long term disability benefits, each NEO could continue to participate in company health benefit and life insurance plans for up to three years.
Eligibility for Retirement Treatment
None of the NEOs Uponwere retirement eligible at December 31, 2017, except for Mr. Rupp, who was eligible to receive retirement treatment for his 2016 and 2017 LTI awards under the Rule of 65 described below.
For AIP awards, an NEO is eligible for retirement treatment if (i) the NEO is at least age 50, has at least 10 years of service and the sum of the NEO’s age and service is equal to at least 70, or (ii) the NEO is at least age 65 with at least 5 years of service (the"Rule of 70").
For the 2016 and 2017 LTI awards, an NEO will receive retirement treatment if he or she provides written notice three months in advance of his or her planned retirement date, continues to perform his or her job responsibilities satisfactorily, and meets one of

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COMPENSATION MATTERS

the following retirement definitions as of the last date paid: (i) the NEO is at least age 55 with at least 5 years of service, and age plus service equals or exceeds 65 (the "Rule of 65"), or (ii) as of the 2016 annual grant date of March 1, 2016, the NEO was at least age 50 with at least 10 years of service and the sum of the NEO's age and service was equal to at least 70 , and the NEO had an outstanding LTI grant as of December 31, 2015.
For the 2015 LTI awards, an NEO will receive retirement treatment if as of the last date paid: (i) the NEO is at least age 50, has at least 10 years of service and the sum of the NEO’s age and service is equal to at least 70, or (ii) the NEO is at least age 65 with at least 5 years of service.
Payments upon Termination or Change of Control

The table and further discussion below address benefits that would be payable to the NEOs as of December 31, 20142017 as a result of their termination of employment under various circumstances or in the event of a Change of Control. The benefits discussed below are in addition to (1) to:
the vested stock options set forth in theOutstanding Equity Awards at Fiscal Year-End Tableon page 53,
the vested performance shares set forth in theOption Exercises and Stock Vested Tableon page 54,
the vested pension benefits set forth in thePension Benefits Table on page62, (2) the vested stock options set forth in theOutstanding Equity Awards at Fiscal Year-End Table on page59, (3) the vested performance shares set forth in theOption Exercises and Stock Vested Tableon page 61,55, and (4)
the vested benefits set forth in theNon-Qualified Deferred Compensation Tableon page63 56 (benefits payable from the Excess Savings Plan). In addition to the amounts shown in the table, each executive would also receive any accrued but unused paid time off.

A participant in the AIP who meets the criteria for retirement treatment would be eligible to receive a pro rata AIP award, in a discretionary amount, under the company's AIP for the year in which termination occurs, payable no later than the March 15 following the calendar year of termination. In accordance with the terms of the 2010 Incentive Stock Plan and the 2014 Incentive Stock Plan, such an employee would also (1) vest pro rata in any outstanding unvested performance share and RSU

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awards (other than the October 2013 special equity awards), and (2) vest fully in any outstanding unvested stock options, provided that the option has been outstanding for at least one year from the date of grant. For this purpose, an employee is eligible for retirement treatment if (i) the employee is at least age 50, has at least 10 years of service and the sum of the employee's age and service is equal to at least 70, or (ii) the employee is at least age 65 with at least 5 years of service.

The value of amounts shown for accelerated stock option and other LTI vesting is calculated using the NYSE closing price per share of the company'scompany’s common stock on December 31, 201429, 2017 of $41.69.

$56.28.

Payment Type 
Christopher
Swift

 
Beth
Bombara

 
Douglas
Elliot

 
Brion
Johnson

 William Bloom
Robert
Rupp

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

2018 Proxy Statement59
Payments upon Termination or Change of Control

      
Payment TypeChristopher
Swift		Beth
Bombara		Douglas
Elliot		Brion
Johnson		Robert
Rupp
VOLUNTARY TERMINATION OR RETIREMENT
2014 AIP Award ($)(1)-----
Accelerated Stock Option Vesting ($)(2)-----
Accelerated Performance Share Vesting ($)(3)-----
Accelerated Other LTI Vesting ($)(3)-----
Total Termination Benefits ($)-----
INVOLUNTARY TERMINATION - NOT FOR CAUSE
2014 AIP Award ($)(1)2,139,0001,350,0001,800,0001,450,0001,600,000
Cash Severance ($)(4)6,000,0002,950,0005,000,0003,200,0003,600,000
Accelerated Stock Option Vesting ($)(2)1,555,105374,2851,334,059277,641989,598
Accelerated Performance Share Vesting ($)(3)1,692,781654,3251,538,903731,2841,077,270
Accelerated Other LTI Vesting ($)(3)---602,922-
Benefits Continuation and Outplacement ($)(5)36,83928,67232,76536,95336,839
Total Termination Benefits ($)11,423,7255,357,2829,705,7276,298,8007,303,707
CHANGE OF CONTROL/ INVOLUNTARY TERMINATION NOT
FOR CAUSE OR TERMINATION FOR GOOD REASON
2014 AIP Award ($)(1)2,139,0001,350,0001,800,0001,450,0001,600,000
Cash Severance ($)(4)6,000,0002,950,0005,000,0003,200,0003,600,000
Accelerated Stock Option Vesting ($)(2)3,304,1051,029,4652,908,992980,7052,102,606
Accelerated Performance Share Vesting ($)(3)4,398,2122,003,9134,109,2172,148,4112,754,542
Accelerated Other LTI Vesting ($)(3)1,240,819744,5001,240,8191,381,148744,500
Benefits Continuation and Outplacement ($)(5)36,83928,67232,76536,95336,839
Additional Pension Benefits ($)(6)-----
Total Termination Benefits ($)(7)17,118,9758,106,55015,091,7939,197,21710,838,487

COMPENSATION MATTERS

(1) 20142017 AIP Award

Voluntary Termination or Retirement. Retirement. Generally, upon a voluntary termination of employment, the NEOs would not be eligible to receive an AIP award for 20142017 unless the Compensation Committee determined otherwise. However, a retirement-eligible NEO would be entitled to receive a pro rata award for 20142017 based on the portion of the year served.served, payable no later than March 15 following the calendar year of termination. None of the NEOs waswere retirement eligible at December 31, 2014.

2017. Mr. Rupp became retirement eligible under the "Rule of 70" as of January 2, 2018.

Involuntary Termination -– Not For Cause. Cause. Each NEO would be eligible for a pro rata portion of a 2014his or her 2017 AIP award for the year of termination, in a discretionary amount.award. The amounts shown represent the actual award payable for 2014,2017, as reflected in the "Non-Equity“Non-Equity Incentive Plan Compensation"Compensation” column of theSummary Compensation Tableon page55.

50.

Involuntary Termination -– Not For Cause, or a Termination For Good Reason, Within Two Years Following Aa Change Of Control. of Control.Each NEO would be eligible for an AIP award for 2014 calculated as a pro rata portion of a 2014his or her2017 AIP award, for the year of termination in a discretionary amount, but at least a pro rata portion commensurate with amounts received by the executives who did not terminate employment. The amounts shown represent the actual award payable for 2014,2017, as reflected in the "Non-Equity“Non-Equity Incentive Plan Compensation"Compensation” column of theSummary Compensation Tableon page55.

50.

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


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Death or Disability. Disability. Each NEO would receive a 20142017 AIP award comparable to the award that would have been paid had he or she been subject to an involuntary termination (not for Cause).

(2) Accelerated Stock Option Vesting

Voluntary Termination or Retirement. For a voluntary termination, all unvested options would be canceled, unless the Compensation Committee determined otherwise. Each NEO would be entitled to exercise stock options to the extent vested as of the date of his or her termination of employment. The number of vested options held by each NEO is shown in theOutstanding Equity Awards at Fiscal Year-End Table on page59. The vested options held by the NEOs would need to be exercisedemployment within four months of termination of employment. Foremployment but not beyond the scheduled expiration date.
If the NEO is retirement-eligible, employees, unvested stock options would immediately vest, as long as the option had been outstanding for at least one year from the date of grant, and vested options would need tomust be exercised within five years of the applicable retirement date but not beyondlater than the scheduled expiration date. None of the NEOs waswere eligible for retirement eligibletreatment at December 31, 2014.

2017, except for Mr. Rupp, who was eligible to receive full vesting of his 2016 and 2017 stock option awards. Further, if Mr. Rupp met certain conditions prior to termination of employment, he would receive pro rata vesting of his 2015 stock option award.

Involuntary Termination -– Not For Cause. Each NEO would be entitled to pro rata vesting of outstandingunvested stock options as long as the options had been outstanding for at least one year from the date of grant. The amounts shown include the in-the-money value
Change of accelerated stock option vesting based on $41.69, the NYSE closing price per share of the company's common stock on December 31, 2014.

Change Of Control. The NEOs would be entitled to the full vesting of outstanding stock options granted prior to 2014. Stock options granted in 2014 would not automatically vest upon a Change of Control so long as the Compensation Committee determined that, upon the Change of Control, the awards would either be honored or replaced with substantially equivalent alternative awards. If the 2014 stock option awards were so honored or replaced, then vesting of those awards would only be accelerated if the NEO'sNEO’s employment were to be terminated within two years following the Change of Control without Cause or by the NEO for Good Reason. Stock options, if vested upon the Change of Control, would be exercisable for the remainder of their original term. The amounts shown in the Change of Control section of the table indicateprovide the in-the-money value of accelerated stock option vesting presuming that all options were to vest upon thea Change of Control on December 31, 2017 (i.e., that 2014the stock option awards were not honored or replaced, or that the NEOs were terminated at the time of the Change of Control without Cause), based on $41.69, the NYSE closing price per share of the company's common stock on December 31, 2014.

.

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

canceled.

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

Vested options would need to be exercised within five years of the applicable termination date but not beyond the scheduled expiration date.

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

Voluntary Termination or Retirement. UnvestedFor a voluntary termination, unvested performance shares and RSUs would be cancelledcanceled as of the termination of employment date, unless the Compensation Committee determined otherwise. For retirement-eligibleretirement eligible employees, unvested performance shares and RSUs (other than performance shares and RSUs resulting from the October 2013 special equity grant)awards granted on March 1, 2016 would pro-rata vest.vest and performance share awards granted on February 28, 2017 would fully vest, subject to compliance with a non-compete provision. None of the NEOs waswere eligible to receive retirement eligible attreatment as of December 31, 2014.

2017, except for Mr. Rupp who was eligible to receive retirement treatment on his outstanding performance share awards. Unless the Compensation Committee determined otherwise, Mr. Rupp's RSU award granted on October 30, 2013 would be forfeited, consistent with the terms of that award.

Involuntary Termination -– Not For Cause. Each NEO would be entitled to pro rata payment of all outstandingthe 2016 and 2017 performance share awards (other than performance shares and RSUs resulting from the October 2013 special equity grant) at the end of the applicable performance or service period, as long as at least one year of theexcept for Mr. Rupp who would receive full vesting for his 2017 performance or service period of theshare award has elapsed from the date of grant. Performance shares and RSUs resulting from the October 2013 special equity grant would be forfeited, unless the Compensation Committee determined otherwise.due to his eligibility for retirement treatment for this award. The amount shown is the value the NEO would be entitled to at the end of the respective performance or service period for thosethese awards to which pro rata (and for Mr. Rupp, full) payment applies, prorated as of December 31, 2014, based on $41.69,$56.28, the NYSE closing stock price per share of the company's common stock on December 31, 2014,29, 2017, and in the case of performance shares, a payout at target.

Change Of Control. The NEOs would be entitled to full vesting of all outstanding awards granted prior to October 2013; those awards would be payable immediately provided that the Change of Control also constituted a "change in control" as defined in regulations issued under Section 409A of the Internal Revenue Code. The performance shares and RSUs resulting from the October 2013 special equity grant and the RSUs granted to Mr. Bloom on August 1, 2016 would be forfeited, unless the Compensation Committee determined otherwise.


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COMPENSATION MATTERS

Change Of Control. RSU and performance share awards granted in 2014 would not automatically vest upon a Change of Control so long as the Compensation Committee determined that, upon the Change of Control, the awards would either be honored or replaced with substantially equivalent alternative awards. If the October 2013 special equityRSU awards and the 2014 performance share awards were so honored or replaced, then vesting of those awards would only be accelerated if the NEO'sNEO’s employment were to be terminated within two years following the Change of Control without Cause or by the NEO for Good Reason. The amounts shown in the Change of Control section of the table indicate the value of accelerated vesting presuming that all awards were to vest upon the Change of

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Control (i.e., the October 2013 special equity awards and Mr. Bloom's RSU award and the 2014 performance share awards were not honored or replaced, or that the NEOs were terminated at the time of the Change of Control without Cause), based on $41.69,$56.28, the NYSE closing stock price per share of the company's common stock on December 31, 2014,29, 2017, and, in the case of performance shares, a payout at target. (TheThe Compensation Committee could determine that performance share awards would pay out at greater than the target amount).

amount.

Involuntary Termination For Cause. All unvested awards would be cancelled.

canceled.

Death or Disability. Performance share awards granted in 2017 would vest in full at target and be payable within 60 days of the termination date. For performance share awards other than the October 2013 special equity awards,granted in 2016, a prorated portion of outstanding performance shares and RSUs would be payable at the end of the applicable performance or service period. Performance shares and RSUs resulting from the October 2013 special equity grant and the RSUs granted to Mr. Bloom on August 1, 2016 would be forfeited, unless the Compensation Committee determined otherwise.

(4) Cash Severance Payments

Voluntary Termination or Retirement, Involuntary Termination For Cause, Death or Disability. No benefits would be payable.

Involuntary Termination - Not For Cause Before or After Aa Change of Control, or Termination For Good Reason Within Two Years Following a Change of Control. Each NEO would receive a severance payment calculated as a lump sum equal to two times the sum of base salary and target AIP award at the time of termination (assumed to be December 31, 20142017 for this purpose). The amounts shown represent the value of severance payable in accordance with the Senior Executive Plan. (In
In the event of termination after a Change of Control, if the aggregate present value of payments contingent on the Change of Control would result in payment by the executiveNEO of an excise tax on "excess“excess parachute payments",payments,” as described in regulations under Sections 280G and 4999 of the Internal Revenue Code, then the severance amounts shown would be reduced if, as a result, the executiveNEO would thereby receive more on an after-tax basis than he or she would receive if the reduction in the severance amount was not made. The amounts shown assume that such reduction does not occur.)

(5) Benefits Continuation and Outplacement

Voluntary Termination or Retirement. No benefits would be payable. EmployeesNEOs who terminate employment after attaining age 55 and completing 10 years of service can elect coverage under a company high deductible health plan until age 65 at their expense.

Involuntary Termination - Not For Cause Before or After A Change of Control, or Termination For Good Reason Within Two Years Following a Change of Control. Each NEO would be provided up to one-year of health benefits at the employee cost and up to one-year of executive outplacement services.

The amounts shown represent the estimated employer cost of health coverage continuation and outplacement.

(6) Pension Payments Upon a Change of Control

In the event of a Change of Control, each executive would receive a lump sum equal to the value of the executive's cash balance formula account under the Excess Pension Plan, provided that the Change of Control also constituted a "change in control" as defined in regulations issued under Section 409A of the Internal Revenue Code. All NEOs were vested in their cash balance account as of December 31, 2014.

(7) Other Benefits in the Event of

Involuntary Termination - Death or Disability

In addition to the termination benefits shown in the table, in the event of death, an. Each NEO would receive a $25,000 company-paidbe provided 36 months of life insurance benefit in addition to whatever voluntary group term life insurance coverage is in effect. In the event of disability, the executive would be entitled to short and long term disabilityhealth benefits if the NEO were disabled in accordance with the terms of the applicable plan. While in receipt of disability benefits, each NEO could continue to participate in company health benefit and life insurance plans for up to three years.


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TREATMENT OF FORMER CEO

On June 9, 2014, the company entered into a transition agreement with Mr. McGee that provided for:

•A reduction in Mr. McGee's annual salarycontinuation from $1.1 million to $1 million as of July 1, 2014.

•A 2014 AIP award based on Mr. McGee's actual base salary earned during 2014 and the final company AIP funding factor without any adjustment to reflect individual performance or other factors; this amount ($3,260,250) was paid in March 2015 and is reflected in theSummary Compensation Table.

•Provision of a post-career transition service for Mr. McGee in 2014, valued at $50,387.

Following his death on February 13, 2015, only certain provisions of the transition agreement apply. For equity awards, the company's regular policies and plan provisions for deceased employees apply, including full vesting of outstanding stock option awards and pro rata vesting of performance share awards as of the date of death:

•Outstanding stock options granted on February 28, 2012, March 5, 2013, and March 4, 2014 vested in full with an adjusted option expiration date of five years following the date of employment termination. As of December 31, 2014, the value of the accelerated vesting was $11,263,956, which was calculated based on the NYSE closing price per share of the company's common stock as of that date ($41.69).

•A pro rata portion of the performance shares granted on March 5, 2013 and March 4, 2014 vested (subjecttermination due to the satisfaction of performance objectives) for the portion of each performance period Mr. McGee was employed, with payment to be made after the end of each three year performance period on the scheduled payout date based on the approved payout factor (0%-200%). As of December 31, 2014, the value of the accelerated vesting, assuming a target payout, was $5,770,897, which was calculated based on the portion of each performance period that had elapsed as of December 31, 2014 and the NYSE closing price per share of the company's common stock as of that date ($41.69).

•long term disability.The 2013 special equity award (granted to Mr. McGee on October 30, 2013) was forfeited, consistent with the terms of that award.

In accordance with Mr. McGee's transition agreement, his family can elect to continue, at its expense, company high deductible health plan coverage following his death.

Mr. McGee's vested Excess Savings Plan benefit (see theNon-Qualified Deferred Compensation - Excess Savings Plan Table on page 64) and pension benefits (see the Pension Benefits Table on page 62) will be distributed following his death.

Definitions

"Cause"

DEFINITIONS
“Cause” as used above is defined differently, depending upon whether an event occurs before or after a Change of Control.

•Prior

prior to a Change of Control, "Cause"“Cause” is generally defined as termination for misconduct or other disciplinary action.

•Upon

upon the occurrence of a Change of Control, "Cause"“Cause” is generally defined as the termination of the executive'sexecutive’s employment due toto: (i) a felony conviction; (ii) an act or acts of dishonesty or gross misconduct which result or are intended to result in damage to the company'scompany’s business or reputation; or (iii) repeated violations by the executive of the obligations of his or her position, which violations are demonstrably willful and deliberate and which result in damage to the company'scompany’s business or reputation.

"

“Change of Control"Control” is generally defined as:

•

the filing of a report with the SEC disclosing that a person is the beneficial owner of 40% or more of the outstanding stock of the company entitled to vote in the election of directors of the company;

•

a person purchases shares pursuant to a tender offer or exchange offer to acquire stock of the company (or securities convertible into stock), provided that after consummation of the offer, the person is the beneficial owner of 20% or more of the outstanding stock of the company entitled to vote in the election of directors of the company;

•

the consummation of a merger, consolidation, recapitalization or reorganization of the company approved by the stockholders of the company, other than in a transaction immediately following which the persons who were the beneficial owners of the outstanding securities of the company entitled to vote in the election of directors of the company immediately prior to such transaction are the beneficial owners of at least 55% of the total voting power represented by

2018 Proxy Statement61
COMPENSATION MATTERS

the securities of the entity surviving such transaction entitled to vote in the election of directors of such entity in substantially the same relative proportions as their ownership of the securities of the company entitled to vote in the election of directors of the company immediately prior to such transaction;

•

the consummation of a sale, lease, exchange or other transfer of all or substantially all the assets of the company approved by the stockholders of the company; or

•

within any 24 month period, the persons who were directors of the company immediately before the

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Executive Compensation

beginning of such period (the "Incumbent Directors"“Incumbent Directors”) cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the company, provided that any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director (A) was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of this clause, and (B) was not designated by a person who has entered into an agreement with the company to effect a merger or sale transaction described above.

"

“Good Reason"Reason” is generally defined as:

•

the assignment of duties inconsistent in any material adverse respect with the executive'sexecutive’s position, duties, authority or responsibilities, or any other material adverse change in position, including titles, authority or responsibilities;

•

a material reduction in base pay or target AIP award;

•

being based at any office or location more than 50 miles from the location at which services were performed immediately prior to the Change of Control (provided that such change of office or location also entails a substantially longer commute);

•

a failure by the company to obtain the assumption and agreement to perform the provisions of the Senior Executive Plan by a successor; or

•

a termination asserted by the company to be for cause that is subsequently determined not to constitute a termination for Cause.

CEO Pay Ratio
For 2017, Mr. Swift had total compensation, as reported in the Summary Compensation Table on page 50, of $13,115,285, while our median employee had total compensation of $91,865, yielding a CEO pay ratio of 143 times the median. Annual base salary at year-end 2017 was used to determine the median employee. The median employee's total compensation was calculated in the same manner as for the CEO in the Summary Compensation Table. No statistical sampling was used and non-U.S. employees were excluded using the 5% de minimis rule (4 employees were based in Canada at year-end).


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Advisory Approval of 2014 Compensation of Named Executive Officers

Item 3   Advisory Approval of 2014 Compensation of Named Executive Officers

Section 14A of the Securities Exchange Act of 1934, as amended, provides our shareholders with the opportunity to vote to approve, on an advisory basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the rules of the SEC. We currently intend to hold these votes on an annual basis. Accordingly, the next such vote will be held at our 2016 Annual Meeting.

As described in detail in theCompensation Discussion and Analysis beginning on page37, our executive compensation program is designed to promote long-term shareholder value creation and support our strategy by: (1) encouraging profitable growth consistent with prudent risk management, (2) attracting and retaining key talent, and (3) appropriately aligning pay with short- and long-term performance. The advisory vote on this resolution is not intended to address any specific element of compensation; rather, it relates to the overall compensation of our NEOs, as well as the philosophy, policies and practices described in this proxy statement. You have the opportunity to vote for, against or abstain from voting on the following resolution relating to executive compensation:

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

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

The Board recommends that shareholders vote "FOR" the foregoing resolution to approve our compensation of named executive officers as disclosed in theCompensation Discussion and Analysis, the compensation tables and the narrative discussion contained in this proxy statement.

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INFORMATION ON STOCK OWNERSHIP

INFORMATION ON STOCK OWNERSHIP

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Information on Stock Ownership

Information on Stock Ownership

DIRECTORS AND EXECUTIVE OFFICERS

In this section, you will find information about:

•Directors and Executive Officers

•Certain Shareholders

•Section 16(a) Beneficial Ownership Reporting Compliance

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Information on Stock Ownership

Directors and Executive Officers

The following table shows, as of March 23, 2015:19, 2018: (1) the number of shares of our common stock beneficially owned by each director, director nominee, and NEO*,NEO, and (2) the aggregate number of shares of common stock and common stock-based equity (including RSUs, performance shares granted at target and stock options that will not vest or become exercisable within 60 days, as applicable) held by all directors, director nominees, and Section 16 executive officers as a group.

Neither the common stock


As of March 19, 2018, no director or director nominee beneficially owned by1% or more of the directors and director nominees individually, nor thetotal outstanding shares of our common stock beneficially owned by allstock. The directors director nominees, and Section 16 excecutiveexecutive officers as a group exceeds 1%beneficially owned approximately 1.5% of the total outstanding shares of our common stock as of March 23, 2015.

*As a result of his death on February 13, 2015, the common stock owned by Mr. McGee is not included in this table.

    
Name of Beneficial OwnerCommon Stock(1)Total(2)
Robert B. Allardice, III51,178 51,178
Beth Bombara70,317 282,763
Douglas Elliot327,382 822,518
Trevor Fetter50,757 50,757
Brion Johnson73,230 267,752
Kathryn A. Mikells47,911 47,911
Michael G. Morris62,874 62,874
Thomas A. Renyi44,326 44,326
Julie G. Richardson(3)13,713 13,713
Teresa W. Roseborough(4)622 622
Virginia P. Ruesterholz9,563 9,563
Robert Rupp277,196 518,270
Charles B. Strauss(5)52,162 52,162
Christopher J. Swift453,904 1,085,135
H. Patrick Swygert42,192 42,192
All directors, director nominees and Section 16 executive officers as a group
(21 persons)		2,056,385 4,175,927

19, 2018.

Name of Beneficial Owner
Common Stock(1)

Total(2)

Robert B. Allardice, III30,573
30,573
William A. Bloom94,920
220,884
Beth Bombara279,617
487,360
Carlos Dominguez743
743
Douglas Elliot(3)
1,270,163
1,313,507
Trevor Fetter66,362
66,362
Brion Johnson273,518
454,037
Stephen P. McGill1,240
1,240
Kathryn A. Mikells65,071
65,071
Michael G. Morris76,156
76,156
Thomas A. Renyi64,980
64,980
Julie G. Richardson(4)
31,973
31,973
Teresa W. Roseborough12,746
12,746
Virginia P. Ruesterholz25,531
25,531
Robert Rupp545,015
545,015
Charles B. Strauss62,557
62,557
Christopher J. Swift(3)(5)
2,061,944
2,114,916
H. Patrick Swygert45,351
45,351
Greig Woodring(6)
1,324
1,324
All directors, director nominees and Section 16 executive officers as a group (25 persons)5,484,830
6,413,552
(1)
All shares of common stock are owned directly except as otherwise indicated below. Pursuant to SEC regulations, shares of common stock beneficially owned include shares of restricted stock and shares of common stock that, as of March 23, 2015:19, 2018: (i) may be acquired by directors and Section 16 executive officers upon the vesting or distribution of restricted stock and stock-settled RSUs or the exercise of stock options exercisable within 60 days after March 23, 2015,19, 2018, (ii) are allocated to the accounts of Section 16 executive officers under the Company'scompany’s tax-qualified 401(k) plan (The Hartford Investment and Savings Plan), (iii) are held by Section 16 executive officers under The Hartford Employee Stock Purchase Plan or The Hartford Deferred Restricted Stock Unit Plan, and by Mr. Swygert under the Dividend Reinvestment and Cash Payment Plan, or (iv) are owned by a director'sdirector’s or a Section 16 executive officer'sofficer’s spouse or minor child. Of the number of shares of common stock shown above, the following shares may be acquired upon exercise of stock options as of March 23, 201519, 2018 or within 60 days thereafter by: Mr. Bloom, 68,447 shares; Ms. Bombara, 70,316244,464 shares; Mr. Elliot, 269,9431,000,948 shares; Mr. Johnson, 55,872223,642 shares; Mr. Rupp, 238,712453,013 shares; Mr. Swift, 370,2671,670,740 shares; and all Section 16 executive officers as a group, 1,324,656 shares.3,978,749 shares.
(2)This column shows the individual'sindividual’s total stock-based holdings in the company, including the securities shown in the "Common Stock"“Common Stock” column (as described in footnote 1), plus RSUs, performance shares granted at target(at target) and stock options that may vest or become exercisable more than 60 days after March 23,2015.19, 2018.
(3)The amount shown for Messrs. Elliot and Swift reflects retirement eligibility as of March 19, 2018 or within 60 days thereafter, as applicable.
(4)
The amount shown includes 1,500 shares of common stock held by three separate trusts for which Ms. Richardson serves as co-trustee.co-trustee.
(4)The amount shown is an estimate of the number of shares Ms. Roseborough will receive for her $26,700 restricted stock award within 60 days after March 23, 2015. This award was prorated to reflect Board service from April 1, 2015 to May 20, 2015, the remainder of the 2014-2015 Board year. The estimated number of shares was calculated by dividing her prorated award by the closing share price of our common stock on Monday, March 23, 2015 ($42.99). The actual number of shares that Ms. Roseborough will be granted depends on the closing share price of our common stock on the grant date, which will occur at the beginning of the next trading window. All restricted stock awards to the directors, including Ms. Roseborough's award, will vest and distribute on May 20, 2015.
(5)
The amount shown includes 29,7703,750 shares of common stock held by grantor retained annuityMr. Swift’s spouse and 69,050 held by two trusts offor which Mr. Strauss is the soleSwift or his spouse serves as trustee.
(6)The amount shown includes 84 shares of common stock held by trust for which Mr. Woodring serves a trustee.

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Information on Stock Ownership

Certain Shareholders

INFORMATION ON STOCK OWNERSHIP

CERTAIN SHAREHOLDERS
The following table shows those persons known to the company as of February 13, 201514, 2018 to be the beneficial owners of more than 5% of our common stock. In furnishing the information below, we have relied on information filed with the SEC by the beneficial owners.

    
Name and Address of Beneficial OwnerAmount and Nature of Beneficial Ownership Percent of Class(1)
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355		31,707,571(2)7.34%
State Street Corporation
One Lincoln Street
Boston, MA 02111		25,688,335(3)6.0%

Name and Address of Beneficial OwnerAmount and Nature of Beneficial Ownership
Percent of Class(1)
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
35,985,992(2)
10.08%
BlackRock Inc.
55 East 52nd Street
New York, NY 10055
28,643,442(3)
8.0%
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017
25,497,417(4)
7.1%
State Street Corporation
One Lincoln Street
Boston, MA 02111
22,146,229(5)

6.21%
(1)
The percentages contained in this column are based solely on information provided in Schedules 13G or 13G/A filed with the SEC by each of the beneficial owners listed above regarding their respective holdings of our common stock as of December 31, 2014.2017.
(2)
This information is based solely on information contained in a Schedule 13G/A filed on February 10, 20159, 2018 by The Vanguard Group to report that it was the beneficial owner of 31,707,57135,985,992 shares of our common stock as of December 31, 2014 (with all such shares being held by subsidiaries of Vanguard, including Vanguard Fiduciary Trust Company which beneficially owns 585,215 of the shares and Vanguard Investments Australia, Ltd. which beneficially owns 295,369 of the shares)2017. Vanguard has (i) the sole power to vote or to direct the vote with respect to 753,051500,367 of such shares, (ii) shared power to vote or to direct the vote with respect to 96,279 of such shares, (iii) the sole power to dispose or direct the disposition with respect to 30,994,82335,399,125 of such shares and (iv) the shared power to dispose or direct the disposition of 712,748586,867 of such shares.
(3)
This information is based solely on information contained in a Schedule 13G/A filed on February 8, 2018 by BlackRock, Inc. to report that it was the beneficial owner of 28,643,442 shares of our common stock as of December 31, 2017. BlackRock has (i) sole power to vote or to direct the vote with respect to 24,810,835 of such shares; and (ii) sole power to dispose or direct the disposition of 28,643,442 of such shares.
(4)
This information is based solely on information contained in a Schedule 13G filed on January 22, 2018 by JPMorgan Chase & Co. to report that it was the beneficial owner of 25,497,417 shares of our common stock as of December 31, 2017. JPMorgan has (i) sole power to vote or to direct the vote with respect to 23,703,978 of such shares; (ii) shared power to vote or to direct the vote of 96,951 of such shares; (iii) sole power to dispose or to direct the disposition of 25,305,888 of such shares; and (iv) shared power to dispose or to direct the disposition of 189,483 of such shares.
(5)
This information is based solely on information contained in a Schedule 13G filed on February 12, 201514, 2018 by State Street Corporation to report that it was the beneficial owner of 25,688,33522,146,229 shares of our common stock as of December 31, 2014.2017. State Street has (i) the shared power to vote or to direct the vote with respect to 25,688,33522,146,229 of such shares and (ii) shared power to dispose or direct the disposition of 25,688,33522,146,229 of such shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and designated Section 16 executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Section 16 executive officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Based upon a review of filings with the SEC and written representations from our directors and Section 16 executive officers that no other reports were required, we believe that all Section 16(a) reports were filed timely in 2014, except that a report filed on March 6, 2014 for James Davey, a Section 16 executive officer, inadvertently omitted the sale of 9,465 shares of our common stock. Mr. Davey reported the transaction in his year-end report on Form 5, which was timely filed.

2017.



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Information about The Hartford's Annual Meeting of Shareholders

Information about The Hartford's Annual Meeting of Shareholders

In this section, you will find information about:

•Householding of Proxy Material

•Frequently Asked Questions

•Other Business

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INFORMATION ABOUT THE MEETING

INFORMATION ABOUT THE HARTFORD’S ANNUAL MEETING OF SHAREHOLDERS

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Householding of Proxy Materials

Householding of Proxy Materials

HOUSEHOLDING OF PROXY MATERIALS

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more shareholders sharing the same address by delivering a single proxy statement or a single notice addressed to those shareholders. This process, which is commonly referred to as "householding,"“householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, please notify your broker. You may also call (800) 542-1061 or write to: Householding Department, 51 Mercedes Way, Edgewood, New York 11717, and include your name, the name of your broker or other nominee, and your account number(s). You can also request prompt delivery of copies of the proxy statementNotice of 2018 Annual Meeting of Shareholders, Proxy Statement and Form 10-K for the fiscal year ended December 31, 20142017 Annual Report by writing to Donald C. Hunt, Vice President and Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155.

Frequently Asked Questions

FREQUENTLY ASKED QUESTIONS
The Board of Directors of The Hartford is soliciting shareholders'shareholders’ proxies in connection with the 20152018 Annual Meeting of Shareholders, and at any adjournment or postponement thereof. The mailing to shareholders of the notice of Internet availability of proxy materials took place on or about April 8, 2015.

5, 2018.

Q:Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A:Instead of mailing a printed copy of our proxy materials to each shareholder of record, the SEC permits us to furnish proxy materials by providing access to those documents on the Internet. Shareholders will not receive printed copies of the proxy materials unless they request them. The notice instructs you as to how to submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the notice for requesting those materials.

A:Instead of mailing a printed copy of our proxy materials to each shareholder of record, the SEC permits us to furnish proxy materials by providing access to those documents on the Internet. Shareholders will not receive printed copies of the proxy materials unless they request them. The notice instructs you as to how to submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the notice for requesting those materials.
Q:How are shares voted if additional matters are presented at the Annual Meeting?

A:Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxyholders, Alan J. Kreczko, Executive Vice President and General Counsel, and Donald C. Hunt, Vice President and Corporate Secretary, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting in accordance with Delaware law and our By-laws.

A:Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxyholders, David C. Robinson, Executive Vice President and General Counsel, and Donald C. Hunt, Vice President and Corporate Secretary, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting in accordance with Delaware law and our By-laws.
Q:Who may vote at the Annual Meeting?

A:Holders of our common stock at the close of business on March 23, 2015 (the "Record Date") may vote at the Annual Meeting. On the Record Date, we had 421,836,602 shares of common stock outstanding and entitled to be voted at the Annual Meeting. You may cast one vote for each share of common stock you hold on all matters presented at the Annual Meeting.

A:Holders of our common stock at the close of business on March 19, 2018 (the “Record Date”) may vote at the Annual Meeting. On the Record Date, we had 360,924,503 shares of common stock outstanding and entitled to be voted at the Annual Meeting. You may cast one vote for each share of common stock you hold on all matters presented at the Annual Meeting.
Participants in The Hartford Investment and Savings Plan ("ISP"(“ISP”) and The Hartford Deferred Restricted Stock Unit Plan ("(“Bonus Swap Plan"Plan”) may instruct plan trustees as to how to vote their shares using the methods described on page77. 66. The trustees of the ISP and the Bonus Swap Plan will vote shares as tofor which they have not received direction in accordance with the terms of the ISP and the Bonus Swap Plan, respectively.

Participants in The Hartford's Employee Stock Purchase Plan ("ESPP"(“ESPP”) may vote their shares using the voting methods described on page77.

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Frequently Asked Questions

INFORMATION ABOUT THE MEETING


Q:What vote is required to approve each proposal?

A:

Proposal
PROPOSALVOTING STANDARDVoting Standard
1Election of Directors⇨A director will be elected if the number of shares voted "for"“for” that director exceeds the number of votes "against"“against” that director.director
2To ratify the appointment of the our independent registered public accounting firm⇨An affirmative vote requires the majority of those shares present in person or represented by proxy and entitled to vote
3To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement⇨An affirmative vote requires the majority of those shares present in person or represented by proxy and entitled to voteAn affirmative vote requires the majority of those shares present in person or represented by proxy and entitled to vote

Q:What is the difference between a "shareholder“shareholder of record"record” and a "street name"“street name” holder?

A:These terms describe the manner in which your shares are held. If your shares are registered directly in your name through Computershare, our transfer agent, you are a "shareholder of record." If your shares are held in the name of a brokerage firm, bank, trust or other nominee as custodian on your behalf, you are a "street name" holder.

A:These terms describe the manner in which your shares are held. If your shares are registered directly in your name through Computershare, our transfer agent, you are a “shareholder of record.” If your shares are held in the name of a brokerage firm, bank, trust or other nominee as custodian on your behalf, you are a “street name” holder.
Q:How do I vote my shares?

A:Subject to the limitations described below, you may vote by proxy:

A:Subject to the limitations described below, you may vote by proxy:
  
By internet using your computerBy telephone
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phoneicon.jpg
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Visit 24/7
www.proxyvote.com
Dial toll-free 24/7
1-800-690-6903
  
By mailing your Proxy CardIn person
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snailmaila02.jpg
personicon.jpg
personvotingpagea01.jpg
Cast your ballot, sign your proxy card and send by mailShareholders of record may join us in person at the Annual Meeting.Meeting

When voting on any proposal you may vote "for"“for” or "against"“against” the item or you may abstain from voting.

Voting Through the Internet or by Telephone.Whether you hold your shares directly as the shareholder of record or beneficially in "street“street name,"” you may direct your vote by proxy without attending the Annual Meeting. You can vote by proxy overusing the Internet or bya telephone by following the instructions provided in the notice you received.

Voting by Proxy Card or Voting Instruction Form.Form. Each shareholder, including any employee of The Hartford who owns common stock through the ISP, the Bonus Swap Plan or the ESPP, may vote by using the proxy card(s) or voting instruction form(s) provided to him or her. When you return a proxy card or voting instruction form that is properly signedcompleted and completed,signed, the shares of common ctockstock represented by that card will be voted as you specified.



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Frequently Asked Questions

INFORMATION ABOUT THE MEETING

Q:Can I vote my shares in person at the Annual Meeting?

A:If you are a shareholder of record, you may vote your shares in person at the Annual Meeting. If you hold your shares in street name, you must obtain a legal proxy from your broker, banker, trustee or nominee, giving you the right to vote the shares at the Annual Meeting.

A:If you are a shareholder of record, you may vote your shares in person at the Annual Meeting. If you hold your shares in “street name,” you must obtain a legal proxy from your broker, banker, trustee or nominee giving you the right to vote your shares at the Annual Meeting.
Q:Can my shares be voted even if I abstain or don'tdon’t vote by proxy or attend the Annual Meeting?

A:If you cast a vote of "abstention" on a proposal, your shares cannot be voted otherwise unless you change your vote (see below). Because they are considered to be present and entitled to vote for purposes of determining voting results, abstentions will have the effect of a vote against Proposal #2 and Proposal #3. Note, however, that abstentions will have no effect on Proposal #1, since only votes "for" or "against" a director nominee will be considered in determining the outcome.

A:If you cast a vote of “abstention” on a proposal, your shares cannot be voted otherwise unless you change your vote (see below). Because they are considered to be present and entitled to vote for purposes of determining voting results, abstentions will have the effect of a vote against Proposal #2 and Proposal #3. Note, however, that abstentions will have no effect on Proposal #1, since only votes “for” or “against” a director nominee will be considered in determining the outcome.
Abstentions are included in the determination of shares present for quorum purposes.

If you don'tdon’t vote your shares held in street“street name,” your broker can vote themyour shares in its discretion on matters that the NYSE has ruled discretionary. The ratification of Deloitte & Touche LLP as independent registered public accounting firm is a discretionary item under the NYSE rules. If no contrary direction is given, your shares will be voted on this matter by your broker in its discretion. The NYSE deems the election of directors, the implementation of equity compensation plans and matters relating to executive compensation as non-discretionary matters in which brokers may not vote shares held by a beneficial owner without instructions from such beneficial owner. Accordingly, brokers will not be able to vote your shares for the election of directors, or the advisory vote on compensation of our named executive officers, if you fail to provide specific instructions. If you do not provide instructions, a "broker non-vote"“broker non-vote” results, and the underlying shares will not be considered voting power present at the Annual Meeting. Therefore, these shares will not be counted in the vote on those matters.

If you do not vote shares for which you are the shareholder of record, your shares will not be voted.

Q:What constitutes a quorum, and why is a quorum required?

A:A quorum is required for our shareholders to conduct business at the Annual Meeting. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares entitled to vote on the Record Date will constitute a quorum, permitting us to conduct the business of the meeting. Abstentions and proxies submitted by brokers (even with limited voting power such as for discretionary matters only) will be considered "present" at the Annual Meeting and counted in determining whether there is a quorum present.

A:A quorum is required for our shareholders to conduct business at the Annual Meeting. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares entitled to vote on the Record Date will constitute a quorum, permitting us to conduct the business of the meeting. Abstentions and proxies submitted by brokers (even with limited voting power such as for discretionary matters only) will be considered “present” at the Annual Meeting and counted in determining whether there is a quorum present.
Q:Can I change my vote after I have delivered my proxy?

A:Yes. If you are a shareholder of record, you may revoke your proxy at any time before it is exercised by:

A:Yes. If you are a shareholder of record, you may revoke your proxy at any time before it is exercised by:
1.entering a new vote using the Internet or bya telephone;
2.giving written notice of revocation to our Corporate Secretary;
3.submitting a subsequently dated and properly completed proxy card; or
4.attending the Annual Meeting and revoking your proxy (your attendance at the Annual Meeting and revokingwill not by itself revoke your proxy (your attendance at the Annual Meeting will not by itself revoke your proxy).

If you hold shares in street“street name,” you may submit new voting instructions by contacting your broker, bank or other nominee. You may also change your vote or revoke your proxy in person at the Annual Meeting if you obtain a legal proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

Q:Where can I find voting results of the Annual Meeting?

A:We will announce preliminary voting results at the Annual Meeting and publish the results in a Form 8-K filed with the SEC within four business days after the date of the Annual Meeting.

A:We will announce preliminary voting results at the Annual Meeting and publish the results in a Form 8-K filed with the SEC within four business days after the date of the Annual Meeting.



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Frequently Asked Questions

INFORMATION ABOUT THE MEETING


Q:How can I submit a proposal for inclusion in the 20162019 proxy statement?

A:We must receive proposals submitted by shareholders for inclusion in the 2016 proxy statement relating to the 2016 Annual Meeting no later than the close of business on December 10, 2015. Any proposal received after that date will not be included in our proxy materials for 2016. In addition, all proposals for inclusion in the 2016 proxy statement must comply with all of the requirements of Rule 14a-8 under the Securities Exchange Act of 1934. No proposal may be presented at the 2016 Annual Meeting unless we receive notice of the proposal by Friday, February 19, 2016. Proposals should be addressed to Donald C. Hunt, Vice President and Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155. All proposals must comply with the requirements set forth in our By-laws, a copy of which may be obtained from our Corporate Secretary or on the Corporate Governance page of the investor relations section of our website athttp://ir.thehartford.com.

A:
We must receive proposals submitted by shareholders for inclusion in the 2019 proxy statement relating to the 2019 Annual Meeting no later than the close of business on December 6, 2018. Any proposal received after that date will not be included in our proxy materials for 2019. In addition, all proposals for inclusion in the 2019 proxy statement must comply with all of the requirements of Rule 14a-8 under the Securities Exchange Act of 1934. No proposal may be presented at the 2019 Annual Meeting unless we receive notice of the proposal by Friday, February 15, 2019. Proposals should be addressed to Donald C. Hunt, Vice President and Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155. All proposals must comply with the requirements set forth in our By-laws, a copy of which may be obtained from our Corporate Secretary or on the Corporate Governance page of the investor relations section of our website at http://ir.thehartford.com.
Q:How may I obtain other information about The Hartford?

A:General information about The Hartford is available on our website atwww.thehartford.com. You may view the Corporate Governance page of the investor relations section of our website athttp://ir.thehartford.com for the following information, which is also available in print without charge to any shareholder who requests it in writing:

A:
General information about The Hartford is available on our website at www.thehartford.com. You may view the Corporate Governance page of the investor relations section of our website athttp://ir.thehartford.comfor the following information, which is also available in print without charge to any shareholder who requests it in writing:
 SEC Filings⇨

•Copies of this proxy statement

•Annual Report on Form 10-K for the fiscal year ended December 31, 2014

2017

•Other filings we have made with the SEC

 Governance Documents⇨

•Articles of Incorporation

•By-laws

•Corporate Governance Guidelines (including guidelines for determining director independence and qualifications)

•Charters of the Board'sBoard’s committees

•Code of Ethics and Business Conduct

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

•Code of Ethics and Political Compliance

Written requests for print copies of any of the above-listed documents should be addressed to Donald C. Hunt, Vice President and Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155.

For further information, you may also contact our Investor Relations Department at the following address: The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155, or call (860) 547-2537.


The Hartford Financial Services Group, Inc.
2015 Proxy Statement


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68www.thehartford.com

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Other Information

Other Information

INFORMATION ABOUT THE MEETING

OTHER INFORMATION
As of the date of this proxy statement, the Board of Directors has no knowledge of any business that will be properly presented for consideration at the Annual Meeting other than that described above. As to other business, if any, that may properly come before the Annual Meeting, the proxies will vote in accordance with their judgment.

Present and former directors and present and former officers and other employees of the Companycompany may solicit proxies by telephone, telegram or mail, or by meetings with shareholders or their representatives. The Companycompany will reimburse brokers, banks or other custodians, nominees and fiduciaries for their charges and expenses in forwarding proxy material to beneficial owners. The Companycompany has engaged Morrow & Co.,Sodali LLC to solicit proxies for the Annual Meeting for a fee of $73,000,$13,000, plus the payment of Morrow'sMorrow’s out-of-pocket expenses. The Companycompany will bear all expenses relating to the solicitation of proxies.

This

The proxy statement, the Company's Form 10-K for the fiscal year ended December 31, 2014, and a letter to shareholders from the Company's Chairmanmaterials are available to you via the Internet. Shareholders who access the Company'scompany’s materials this way get the information they need electronically, which allows us to reduce printing and delivery costs and lessen adverse environmental impacts. The Noticenotice of Internet availability contains instructions as to how to access and review these materials. You may also refer to the Noticenotice for instructions regarding how to request paper copies of these materials.

We hereby incorporate by reference into this proxy statement "Item“Item 10: Directors and Executive Officers of the Registrant"Registrant” and "Item“Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters"Matters” of the Company'scompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

2017.

By order of the Board of Directors,

donaldhuntsignature.jpg

higdonaldhuntsignaturesa01.jpg
Donald C. Hunt

Vice President and Corporate Secretary

Dated: April 8, 2015

5, 2018

SHAREHOLDERS ARE URGED TO VOTE BY PROXY, WHETHER OR NOT THEY EXPECT TO ATTEND THE ANNUAL MEETING. A SHAREHOLDER MAY NEVERTHELESS REVOKE HIS OR HER PROXY AND VOTE IN PERSON IF HE OR SHE ATTENDS THE ANNUAL MEETING (STREET HOLDERS MUST OBTAIN A LEGAL PROXY FROM THEIR BROKER, BANKER OR TRUSTEE TO VOTE IN PERSON AT THE ANNUAL MEETING).




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2018 Proxy Statement69

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Appendix A

Appendix A: Definitions of "Compensation Core Earnings" and "Compensation Core ROE"

For purposes

APPENDIX A

APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
The company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). However, management believes that certain non-GAAP financial measures assist users in analyzing the company’s operating performance. Management and the Compensation Committee also utilize these non-GAAP financial measures in making financial, operating and planning decisions and in evaluation of performance. Because non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited, they should be viewed in addition to, and not as an alternative for, the company’s reported results prepared in accordance with GAAP.
Core Earnings: The Hartford uses the non-GAAP measure core earnings as an important measure of the 2014company’s operating performance. The Hartford believes that the measure core earnings provides investors with a valuable measure of the performance of the company’s ongoing businesses because it reveals trends in our insurance and financial services businesses that may be obscured by including the net effect of certain realized capital gains and losses, certain restructuring and other costs, integration and transaction costs in connection with an acquired business, pension settlements, loss on extinguishment of debt, gains and losses on reinsurance transactions, income tax benefit from reduction in deferred income tax valuation allowance, impact of tax reform on net deferred tax assets, and results of discontinued operations. Some realized capital gains and losses are primarily driven by investment decisions and external economic developments, the nature and timing of which are unrelated to the insurance and underwriting aspects of our business. Accordingly, core earnings excludes the effect of all realized gains and losses (net of tax) that tend to be highly variable from period to period based on capital market conditions. The Hartford believes, however, that some realized capital gains and losses are integrally related to our insurance operations, so core earnings includes net realized gains and losses such as net periodic settlements on credit derivatives. These net realized gains and losses are directly related to an offsetting item included in the income statement such as net investment income. Net income (loss) is the most directly comparable U.S. GAAP measure. Core earnings should not be considered as a substitute for net income (loss) and does not reflect the overall profitability of the company’s business. Therefore, The Hartford believes that it is useful for investors to evaluate both net income (loss) and core earnings when reviewing the company’s performance. Below is a reconciliation of net income (loss) to core earnings for the years ended Dec. 31, 2017 and 2016.
Compensation Core Earnings: As discussed under “Annual Incentive Plan Awards” on page 3, at the beginning of each year, the Compensation Committee approves a definition of “Compensation Core Earnings,” a non-GAAP financial measure. Compensation Core Earnings is used to set AIP awards, "Compensationaward targets and threshold levels below which no AIP award is earned. Below is the Compensation Committee’s 2017 definition of “Compensation Core Earnings" is defined as follows:

Earnings” and a reconciliation of this non-GAAP financial measure to 2017 GAAP net income.

($ in millions) 
2017 GAAP Net Income$(3,131)
Less adjustments:  
Net realized capital gains (losses), excluded from core earnings, before tax160
Loss on reinsurance transactions, before tax
—


Pension settlement, before tax(750)
Integration and transaction costs associated with acquired business, before tax(17)
Income tax benefit (expense), including amounts related to before tax items excluded from core earnings(669)
Income (loss) from discontinued operations, after tax(2,869)
= Core Earnings(1)  
$1,014
Adjusted for, after tax:  
Income (losses) associated with the cumulative effect of accounting changes—
Total catastrophe losses, including reinstatement premiums, state catastrophe fund assessments and terrorism losses, that are (below) or above the annual catastrophe budget291
Prior accident year reserve development associated with asbestos and environmental reserves, net of reinsurance recoveries—
Entire amount of a (gain) or loss (or such percentage of a gain or loss as determined by the Compensation Committee) associated with any other unusual or non-recurring item, including but not limited to reserve development, significant policyholder behavior changes or transactions in Talcott Resolution, litigation and regulatory settlement charges and prior/current year non-recurring tax benefits or charges(2)
267
= Compensation Core Earnings $1,572
(1)
As reported in the company’s Investor Financial Supplement for the year ended December 31, 2017 furnished to the SEC. 
(2)Includes $278 of earnings from Talcott Resolution through September 30, 2017, as described on page 44, $(1) of earnings from the group life and disability business acquired from Aetna Inc. on November 1, 2017, and $(10) after tax in additional AIP accrual.


70www.thehartford.com
 APPENDIX A

Core Earnings Margin: The Hartford uses the non-GAAP measure core earnings margin to evaluate, and believes it is an important measure of, the Group Benefits segment's operating performance. Core earnings margin is calculated by dividing core earnings by revenues, excluding buyouts and realized gains (losses). Net income margin is the most directly comparable U.S. GAAP measure. The company believes that core earnings margin provides investors with a valuable measure of the performance of Group Benefits because it reveals trends in the business that may be obscured by the effect of buyouts and realized gains (losses). Core earnings margin should not be considered as a substitute for net income margin and does not reflect the overall profitability of Group Benefits. Therefore, the company believes it is important for investors to evaluate both core earnings margin and net income margin when reviewing performance. A reconciliation of net income margin to core earnings margin for the year ended Dec. 31, 2017 and 2016 is set forth below.
2014 GAAP Net Income
Adjusted for:
Year Ended Dec. 31, 2017
Net income margin8.4%
Less: Effect of net realized capital gains (losses), net of tax0.1%
Less: Effect of integration and transaction costs, net of tax(0.9)%
Less: Impact of tax reform4.0%
= Core earnings margin5.2%

Core Earnings Return on Equity: The company provides different measures of the return on stockholders' equity (“ROE”). Net income ROE is calculated by dividing (a) net income for the prior four fiscal quarters by (b) average common stockholders' equity, including accumulated other comprehensive income ("AOCI"). Core Earnings ROE is calculated based on non-GAAP financial measures. Core earnings ROE is calculated by dividing (a) core earnings for the prior four fiscal quarters by (b) average common stockholders' equity, excluding AOCI. Net income ROE is the most directly comparable U.S. GAAP measure. The company excludes AOCI in the calculation of core earnings ROE to provide investors with a measure of how effectively the company is investing the portion of the company's net worth that is primarily attributable to the company's business operations. The company provides to investors return-on-equity measures based on its non-GAAP core earnings financial measures for the reasons set forth in the related discussion above. A reconciliation of net income ROE to core earnings ROE is set forth below.
Last Twelve Months Ended Dec. 31, 2017
Net Income ROE(20.6)%
Less: Net realized capital gains (losses), after-taxexcluded from core earnings, before tax1.1
Less: Loss on reinsurance transactions, before tax—
Less: Pension settlement, before tax(4.9)
Less: Integration and deferred acquisitiontransaction costs ("DAC"), except for those net realized capital gains (losses) resulting from net periodic settlementsassociated with an acquired business(0.1)
Less: Income tax (expense) benefit on credit derivatives and net periodic settlements on fixed annuity cross-currency swaps (these included net realized capital gains (losses) are directly related to offsetting items not included in the income statement, such as net investment income)core earnings(4.4)
The impact of the unlock of estimated gross profits ("DAC Unlock"), after-taxLess: (Loss) income from discontinued operations, after tax(18.9)
Restructuring costs, after-tax
Income (losses) associated with discontinued operations, after-tax
Loss on extinguishmentLess: Impact of debt, after-taxAOCI, excluded from Core Earnings ROE
Reinsurance gains (losses) on dispositions, after-tax(0.1)
=Core Earnings ROE6.7%

Underlying Combined Ratio: Represents the combined ratio before catastrophes and prior accident year development (PYD) and is a non-GAAP financial measure. Combined ratio is the most directly comparable GAAP measure. The combined ratio is the sum of the loss and loss adjustment expense ratio (also known as a loss ratio), the expense ratio and the policyholder dividend ratio. This ratio measures the cost of losses and expenses for every $100 of earned premiums. A combined ratio below 100 demonstrates a positive underwriting result. A combined ratio above 100 indicates a negative underwriting result. The underlying combined ratio represents the combined ratio for the current accident year, excluding the impact of current accident year catastrophes. The company believes this ratio is an important measure of the trend in profitability since it removes the impact of volatile and unpredictable catastrophe losses and prior accident year loss and loss adjustment expense reserve.  Below is a reconciliation of combined ratio to the underlying combined ratio for individual reporting for the year-ended December 31, 2017.
 Commercial LinesPersonal Lines
Combined Ratio97.3104.2
Less: Impact of catastrophes and PYD on combined ratio5.311.3
= Underlying Combined Ratio92.093.0


Adjusted for after-tax:
Income (losses) associated with the cumulative effect of accounting changes, and accounting extraordinary items2018 Proxy Statement71
Total catastrophe losses, including reinstatement premiums, state catastrophe fund assessments and terrorism losses, that are below or above the 2014 catastrophe budget
Entire amount of a gain (loss) (or such percentage of a loss as determined by the Compensation Committee) associated with any other unusual or non-recurring item, including but not limited to reserve development, significant policyholder behavior changes or transactions in Talcott Resolution, litigation and regulatory settlement charges and prior year non-recurring tax benefits or charges.APPENDIX A
=Compensation Core Earnings

For purposes


Compensation Core ROE: As discussed under "Long-Term Incentive Awards" on page 40, Compensation Core ROE is used to set performance share targets and threshold levels below which there is no payout. The adjustments described in the left hand column of 2014the table below constitute the Compensation Committee’s 2017 definition of “Compensation Core ROE.” A reconciliation of Compensation Core ROE to GAAP net income ROE for the 2017 performance share awards "Compensation Core ROE" is defined as follows:

will not be available until the end of the performance period in 2019. Reconciliations to GAAP net income for 2015 performance share awards are provided in the columns on the right, with any variations from the 2017 definition explained in the notes below the table.

 2017
2016
2015
GAAP Net Income$(3,131)$896
$1,682
Less adjustments:    
Net realized capital gains/losses after-tax and deferred acquisition costs ("DAC"), except for those net realized capital gains/losses resulting from net periodic settlements on credit derivatives and net periodic settlements on fixed annuity cross-currency swaps (these included net realized capital gains and/or losses are directly related to offsetting items included in the income statement, such as net investment income), before tax

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

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


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

(669)463
114
Income from discontinued operations, after tax(2,869)283
493
= Core Earnings 1,014
912
1,131
Adjusted for after-tax:    
Income (losses) associated with the cumulative effect of accounting changes, and accounting extraordinary items;—
—
—
Total catastrophe losses, including reinstatement premiums, state catastrophe fund assessments and terrorism losses that are (below) or above the catastrophe budget.(1)
284
6
(82)
Prior accident year reserve development associated with asbestos and environmental reserves—
174
134
Entire amount of a (gain) loss associated with litigation and regulatory settlement charges and/or with prior/current year non-recurring tax benefits or charges—
(14)(49)
Income/(losses) associated with discontinued operations through the last date externally reported as core earnings(2)
278
423
520
= Compensation Core Earnings 1,576
1,501
1,654
Divided by the 12-month average equity, excluding accumulated other comprehensive income(3)
15,036
17,606
17,882
= Compensation Core ROE10.48%8.53%9.25%
Average of 2015, 2016 and 2017 Compensation Core ROE = 9.42%
GAAP Net Income
Adjusted for:(1)
Net realized capital gains (losses), after-tax and deferred acquisition costs ("DAC"), exceptFor purposes of the 2017 performance share awards, the catastrophe budget for those net realized capital gains (losses) resulting from net periodic settlementseach year is based on credit derivatives and net periodic settlements on fixed annuity cross-currency swaps (these included net realized capital gains (losses) are directly related to offsetting items includedthe multi-year outlook finalized in the income statement, suchfirst quarter of 2017.  The catastrophe budget will be adjusted only for changes in exposures between what is assumed in the multi-year outlook versus exposures as net investment income)
The impactthe book is actually constituted in each respective year. For purposes of the unlock of estimated gross profits ("DAC Unlock"), after-tax
Restructuring costs, after-tax
Income (losses) associated with discontinued operations, after-tax
Loss on extinguishment of debt, after-tax
Reinsurance gains (losses) on dispositions, after-tax
=Core Earnings
Adjusted for after-tax:
Income (losses) associated with2015 performance share awards, the cumulative effect of accounting changes and accounting extraordinary items
Total catastrophe losses, including reinstatement premiums, state catastrophe fund assessments and terrorism losses that are below or above the 2016 catastrophe budget  (for this purposefor each year was based on the 2016 catastrophe budget is determinedmulti-year outlook prepared as of December 2013, as2014.  The catastrophe budget will be adjusted only for changes in exposures between what is assumed in the multi-year outlook versus exposures as the book is actually constituted in each respective year; and for tornado/hail catastrophes per exposure equal to an 8-year average based on 20082009 to 20152016 actual experience)experience.
Prior accident year reserve development associated with asbestos and environmental reserves(2)Amendment to the definition of Compensation Core ROE following the agreement to sell Talcott Resolution, as described on p. 40. For 2017, the amount represents Talcott Resolution earnings through September 30, 2017.
Entire amount of a gain (loss) associated with litigation and regulatory settlement charges and/or with prior/current year non-recurring tax benefits or charges.(3)
=Compensation Core Earnings
Divided by:
The 12-month rollingROE shall mean: the average of, for each of the respective years of the performance period, “Compensation Core Earnings” as defined above, divided by the 12 month average equity, excluding accumulated other comprehensive income, for the year ending December 31, 2016applicable year.

=Compensation Core ROE
72www.thehartford.com

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2015 Proxy Statement


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Appendix B

Appendix B: Supplemental Peer Groups

proxycardx2x1.jpg
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on May 15, 2018. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
ONE HARTFORD PLAZA
MAILSTOP# H0-1-09 HARTFORD PLAZA
HARTFORD, CT 06155
  
Risk Management
ABN AMRO Securities (USA) LLCDVB BankNatixis
AIB Capital MarketsDZ BankNational Australia Bank
Australia & New Zealand Banking GroupDiscover Financial ServicesNewedge
AIGDnB BankNomura Securities
Ally Financial Inc.East West BancorpNord/LB
American ExpressEDF Trading LimitedThe Northern Trust Corporation
AXA Investment ManagersEdison Mission GroupThe Options Clearing Corporation
Banco Bilbao Vizcaya ArgentariaFannie MaePiper Jaffray
Bank of AmericaFederal Reserve Bank of New YorkPrudential Financial
The Bank Of New York MellonFederal Reserve Bank of San FranciscoPNC Bank
Bank of Tokyo - Mitsubishi UFJFidelity InvestmentsRBS/Citizens Bank
Barclays Investment BankFinancial Industry Regulatory AuthorityRobert W. Baird & Co. Inc.
BBVA CompassFederal Reserve Bank of AtlantaRWE Supply & Trading GmbH
BMO Financial GroupFederal Reserve Bank of BostonRaymond, James & Associates
The Bank of Nova ScotiaFederal Reserve Bank of ChicagoRoyal Bank of Canada
Bank of the WestFederal Reserve Bank of Kansas CityRBS Markets & International Banking
Bayerische LandesbankFederal Reserve Bank of MinneapolisRegions Financial Corporation
BNP ParibasFreddie MacStandard & Poor's
Branch Banking & Trust Co.Fifth Third BankSociete Generale
Bunge CorporationGE CapitalStandard Chartered Bank
Crédit Agricole CIBGoldman, Sachs & Co.The Sumitomo Trust & Banking Co. (U.S.A.)
Capital OneGavilonSallie Mae
The Capital Group Companies, IncHSBC Global Banking and MarketsCharles Schwab & Co., Inc
China Merchants BankICAPShell Trading
CIBC World MarketsINGSVB Financial Group
The CIT GroupJefferiesState Street Bank & Trust Company
CitigroupJP Morgan ChaseSumitomo Mitsui Trust Bank
CommerzbankKBC BankSunTrust Banks
Credit Industriel et CommercialKeyCorpTD Securities
Credit SuisseLandesbank Baden-WuerttembergTIAA-CREF
Carval InvestorsLloyds Banking GroupUniCredit
Castleton Commodities International LLCLCH.ClearnetUBS
Commonwealth Bank of AustraliaM&T Bank CorporationUnion Bank, N.A.
ConvergEx GroupMizuho Corporate Bank, Ltd.USAA
Cowen and Company, LLCMacquarie BankThe Vanguard Group, Inc.
Depository Trust & Clearing CorporationMitsubishi SecuritiesWells Fargo Bank
Deutsche BankMizuho Capital MarketsWebster Bank
DexiaMorgan StanleyZions Bancorporation

 
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Investment Management
40/86 Advisors, Inc. (CNO Financial Group)Epoch Investment Partners, Inc.Orbis Investment Management Limited
Aberdeen Asset ManagementEquity Investment CorporationO'Shaughnessy Asset Management, LLC
Acadian Asset Management, LLCErie Insurance GroupPacific Investment Management Company LLC
Adams Express Company, TheFBL Financial Group, Inc.Pacific Life Insurance Company
Adams Street Partners, LLCFederated Investors, Inc.PanAgora Asset Management, Inc.
Advantus Capital Management, Inc.Fidelity InvestmentsPineBridge Investments
Advisory Research, Inc. (Piper Jaffray)First Eagle Investment Management, LLCPPM America, Inc.
AEGON USA Investment Management, LLCFort Washington Investment AdvisorsPrincipal Financial Group, The
Aetna, Inc.Forward Management, LLCProShare Advisors LLC
AEW Capital ManagementFranklin Templeton InvestmentsProgressive Corporation, The
Aflac Global InvestmentsFred Alger Management, Inc.Protective Life Corporation


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Appendix B

   
Investment Management
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time on May 15, 2018. Have your proxy card in hand when you call and then follow the instructions.
AIG Global Asset ManagementFund Evaluation Group, LLCPrudential Financial
AlcentraGenworth FinancialPutnam Investments
AllianceBernstein L.P.Glenmede Trust CompanyPyramis Global Advisors
Allianz Global InvestorsGMO LLCPzena Investment Management, LLC
Allianz Life Insurance Company of North AmericaGoldman Sachs Asset ManagementRafferty Asset Management LLC (Direxion)
Allstate Investments, LLCGolub CapitalRainier Investment Management, LLC
Alpine Woods Capital Investors, LLCGreat-West FinancialRaymond James Financial Services, Inc.
American Century InvestmentsGuardian Life Insurance CompanyReinsurance Group of America, Inc.
American Family InsuranceGuggenheim InvestmentsRockefeller & Co., Inc.
Ameritas Investment Partners, IncGuideStone Financial ResourcesRogge Global Partners Plc
AMG Funds LLCHarding Loevner Management L.P.Roosevelt Investment Group, Inc., The
AMICA Mutual Insurance CompanyHarris AssociatesRS Investment Management Co. LLC
AQR Capital Management, LLCHeartland Advisors, Inc.Russell Investments
Arrowstreet Capital, L.P.HeitmanSands Capital Management, LLC
Artisan Partners Limited PartnershipHenderson Global InvestorsSanta Barbara Asset Management, LLC
Ashmore Equities Investment Management (US) LLCHennessy Advisors, Inc.Schroder Investment Management NA Inc.
Assurant, Inc.ING Investment Management InternationalSit Investment Associates, Inc.
Aviva InvestorsInstitutional Capital LLC (ICAP)StanCorp Financial Group, Inc.
AXA Investment ManagersINTECH Investment Management LLCStandard Life Investments
Babson Capital Management LLCInvesco PlcStandish Mellon Asset Management Company LLC
Baring Asset ManagementInvestment Counselors of Maryland, LLCState Farm Mutual Insurance Company
Barrow, Hanley, Mewhinner & StraussJacobs Levy Equity Management, Inc.State Street Global Advisors
Bessemer Trust CompanyJanus Capital GroupStone Harbor Investment Partners LP
BlackRock, Inc.Jennison Associates LLCSun Life Financial
BNP Paribas Investment PartnersJPMorgan Asset ManagementSwiss Re Asset Management
BNY Mellon Cash Investment StrategiesKayne Anderson Rudnick Investment Mgmt, LLCSymphony Asset Management LLC
Boston Company Asset Management, LLC, TheLazard Asset Management LLCT. Rowe Price Associates, Inc.
Brandes Investment Partners, L.P.Legal & General Investment Management (America)Third Avenue Management LLC
Brandywine Global Investment Management, LLCLegg Mason & Co., LLCThompson, Siegel & Walmsley LLC
Bridgewater Associates, Inc.Liberty Mutual Asset Management, Inc.Thornburg Investment Management, Inc.
Bridgeway Capital Management, Inc.Lincoln Financial GroupThrivent Financial for Lutherans
Brinker Capital Holdings, Inc.Loews CorporationTIAA-CREF
Brown AdvisoryLogan Circle Partners, L.P.TimesSquare Capital Management LLC
Brown Brothers Harriman & Co.Loomis, Sayles & Company, L.P.Tradewinds Global Investors, LLC
Calamos InvestmentsLord, Abbett & Co., LLCTravelers Companies, Inc., The
Calvert Investments, Inc.Luther King Capital ManagementTrilogy Global Advisors, LLC
Capital Group Companies, Inc., TheMacKay Shields LLCTrust Company of the West
CastleArk Management LLCManulife Asset ManagementUBS Global Asset Management
Charles Schwab Investment Management, Inc.Matthews International Capital Management, LLCUnum
Christian Brothers Investment Services, Inc.MEAG New York Corporation (Munich RE)USAA Investment Management Co.
Chubb Group of Insurance CompaniesMellon Capital ManagementVan Eck Associates Corporation
Cigna Investment Management, LLCMercer Global InvestmentsVanguard Group, Inc., The
ClearBridge InvestmentsMetLife InvestmentsVaughan Nelson Investment Management, L.P.
CNL Financial GroupMFS Investment ManagementVirtus Investment Partners, Inc.
Cohen & Steers, Inc.Modern Woodmen of AmericaVontobel Asset Management, Inc.
Columbia Management Investment Advisers, LLCMorgan Stanley Investment ManagementVOYA Investment Management
CommonFundMutual of America Capital ManagementVulcan Inc.
Conning Holdings Corp.Mutual of OmahaWaddell & Reed Investment Management Company
Copper Rock Capital Partners, LLCNationwideWellington Management Company, LLP
Cornerstone Capital Management, Inc.Neuberger Berman GroupWestern Asset Management Company
Cornerstone Investment Partners, LLCNew York Life Investment Management LLCWestfield Capital Management Company, L.P.

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2015 Proxy Statement


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Appendix B

   
Investment Management
Delaware InvestmentsNewfleet Asset Management, LLCWestwood Holdings Group, Inc.
Deutsche Asset & Wealth ManagementNikko Asset Management Americas, Inc.WHV Investment Management, Inc.
Diamond Hill Investment Group Inc.Northwestern Mutual Life Insurance CompanyWilliam Blair & Company, L.L.C.
Dimensional Fund Advisors Inc.Numeric Investors LLCWinslow Capital Management Inc.
DuPont Capital ManagementNuveen InvestmentsWisdomTree Investments
Duff & Phelps Investment Management Co.NWQ Investment Management Company, LLCXL Group plc
EII Capital Management, Inc.OFI Global Asset Management/OppenheimerFundsZurich Alternative Asset Management, LLC
Eaton Vance Investment ManagersOneAmerica Financial Partners, Inc.
Echo Point Investment Management, LLCPioneer Investment Management


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In loving memory of our colleague,
leader and friend,

Liam E. McGee

Our thoughts and prayers are with
the entire McGee family.





Your teammates at The Hartford









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The Hartford strives to be an exceptional company celebrated for financial performance, character and customer value. Whether promoting a diverse and inclusive culture, volunteering in local communities or leading environmental practices, The Hartford’s values consistently demonstrate respect for people, communities and the environment.

●Our employees are actively involved in the community, giving through time, talent and donations
●Our national philanthropic program,Communities with HART encourages the well-being of America’s communities by enabling 500 small businesses to grow and inspiring 100,000 youth to become future small business leaders
●We foster hundreds of community partnerships across the country in support of education, community support services and neighborhood revitalization efforts

Striving to do the right thing every day and in every situation is fundamental to our culture. We frequently receive recognition for our efforts, including the following:

●One of the “World’s Most Ethical Companies,” Ethisphere Institute (2015)
●Best Place to Work for Lesbian, Gay, Bisexual and Transgender (LGBT) Equality,Human Rights Campaign, Corporate Equality Index (2015)
●Military Friendly Employer,Victory Media (2015)
●Dow Jones Sustainability Index Member,Dow Jones (2014-2015)
●Carbon Performance Leadership Index,Carbon Disclosure Project (2014)
●Climate Leadership Award for Excellence in Green House Gas Management,U.S. Environmental Protection Agency (2015)
 














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The Hartford®is The Hartford Financial Services Group, Inc. and its subsidiaries, including issuing companies, Hartford Fire
Insurance Company, Hartford Life Insurance Company and Hartford Life and Accident Insurance Company. Its headquarters is in
Hartford, CT.

15-0125 © March 2015 The Hartford Financial Services Group, Inc. All rights reserved.



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THE HARTFORD FINANCIAL SERVICES GROUP, INC.
ONE HARTFORD PLAZA
MAILSTOP# H0-1-09 HARTFORD PLAZA
HARTFORD, CT 06155

VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on May 19, 2015. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time on May 19, 2015. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.







TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

M84739-P63274E06600-P73626-Z67212KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
















THE HARTFORD FINANCIAL SERVICES GROUP, INC.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
The Board of Directors recommends you vote "FOR" all nominees for election as directors:
1. Election of Directors    For    AgainstAbstain
1a.Robert B. Allardice, III☐☐☐
1b.Trevor Fetter☐☐☐
1c.Kathryn A. Mikells☐☐☐
1d.Michael G. Morris☐☐☐
1e.Thomas A. Renyi☐☐☐
1f.Julie G. Richardson☐☐☐
1g.Teresa W. Roseborough☐☐☐
1h.Virginia P. Ruesterholz☐☐☐
1i.Charles B. Strauss☐☐☐
1j.Christopher J. Swift☐☐☐
1k.H. Patrick Swygert☐☐☐
         
       
1.  Election of DirectorsFor    AgainstAbstain
1a.Robert B. Allardice, IIIoooThe Board of Directors recommends you vote "FOR"  proposals 2 and 3.   For   Against   Abstain
 
2.1b. Carlos Dominguezooo2.Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 20152018☐o☐o☐o
 
3.1c.Trevor Fetterooo3.Management proposal to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement☐☐☐
o oo
1d.Stephen P. McGillooo
1e.Kathryn A. Mikellsooo
1f.Michael G. Morrisooo
1g.Thomas A. Renyiooo
NOTE:NOTE:Such other business as may properly come before the
meeting or any adjournment thereof.
 
 
1h.Julie G. Richardsonooo 
 
 
For address changes and/or comments, mark here.
(see (see reverse for instructions)		☐



1i.Teresa W. Roseboroughooo
1j.Virginia P. Ruesterholzooo
1k.Christopher J. Swiftooo
1l.Greig Woodringooo
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

 
 
     
Signature [PLEASE SIGN WITHIN BOX]Date Signature (Joint Owners)Date

thehartford_logoa08.jpg



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The Hartford Financial Services Group, Inc.
2015

2018 Annual Meeting of Shareholders


May 20, 201516, 2018 at 12:30 P.M.


The Hartford Financial Services Group, Inc.
Wallace Stevens Theater
One Hartford Plaza
Hartford, CT 06155



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
Proxy Statement, Form 10-K and Chairman's Letter are available atwww.proxyvote.com.

M84740-P63274         














THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Important Notice Regarding the Availability of Proxy Materials for the Annual MeetingMeeting:

Notice of Shareholders
May 20, 2015 12:30 P.M.
This proxy is solicited by the Board of Directors

The undersigned hereby appoints Alan J. Kreczko, Executive Vice President and General Counsel, and Donald C. Hunt, Vice President and Corporate Secretary, and each of them, as proxies of the undersigned, each with power to appoint his or her substitute, and hereby authorizes each or any of them to vote, as designated on the reverse side of this proxy, all shares of common stock of The Hartford Financial Services Group, Inc. (the "Company") held of record, and all shares held in the Company's Dividend Reinvestment and Cash Payment Plan, the Hartford Investment and Savings Plan ("ISP") and the Hartford Deferred Restricted Stock Unit Plan ("Stock Unit Plan"), which the undersigned is entitled to vote if personally present at the2018 Annual Meeting of Shareholders, of the Company to be heldProxy Statement and 2017 Annual Report are available at 12:30 P.M. E.D.T. on May 20, 2015, at the Wallace Stevens Theater at the Company's Home Office, One Hartford Plaza, Hartford, CT 06155, and at any adjournments or postponements thereof, and confers discretionary authority upon each such proxy to vote upon any other matter properly brought before the meeting.

If you own additional shares of common stock in a "street name" capacity (i.e. through a broker, nominee or some other agency that holds common stock for your account), including shares held in the Company's Employee Stock Purchase Plan, those shares are represented by a separate proxy provided by your broker or other nominee.

Shares of common stock for the accounts of Company employees who participate in the ISP and the Stock Unit Plan are held of record and are voted by the respective trustees of these plans. This card provides instructions to plan trustees for voting plan shares. To allow sufficient time for the trustees to tabulate the vote of plan shares, you must vote by telephone or online or return this proxy so that it is received by 5:00 p.m. E.D.T. on May 18, 2015.

Please specify your choices by marking the appropriate boxes on the reverse side of this Proxy. The shares represented by this Proxy will be voted as you designate on the reverse side.IF NO DESIGNATION IS MADE, THE SHARES WILL BE VOTED AS THE BOARD OF DIRECTORS RECOMMENDS: "FOR" THE ELECTION OF DIRECTOR NOMINEES NAMED IN ITEM 1; AND "FOR" ITEMS 2 and 3. Please sign, date, and return this Proxy, or vote by telephone or through the Internet.www.proxyvote.com

.


Address change/comments:
E06601-P73626-Z67212
 
 
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Annual Meeting of Shareholders
May 16, 2018 12:30 P.M.
This proxy is solicited by the Board of Directors
The undersigned hereby appoints David C. Robinson, Executive Vice President and General Counsel, and Donald C. Hunt, Vice President and Corporate Secretary, and each of them, as proxies of the undersigned, each with power to appoint his or her substitute, and hereby authorizes each or any of them to vote, as designated on the reverse side of this proxy, all shares of common stock of The Hartford Financial Services Group, Inc. (the "Company") held of record, and all shares held in the Company's Dividend Reinvestment and Cash Payment Plan, the Hartford Investment and Savings Plan ("ISP") and the Hartford Deferred Restricted Stock Unit Plan ("Stock Unit Plan"), which the undersigned is entitled to vote if personally present at the Annual Meeting of Shareholders of the Company to be held at 12:30 P.M. E.D.T. on May 16, 2018, at the Wallace Stevens Theater at the Company's Home Office, One Hartford Plaza, Hartford, CT 06155, and at any adjournments or postponements thereof, and confers discretionary authority upon each such proxy to vote upon any other matter properly brought before the meeting.
If you own additional shares of common stock in a "street name" capacity (i.e. through a broker, nominee or some other agency that holds common stock for your account), including shares held in the Company's Employee Stock Purchase Plan, those shares are represented by a separate proxy provided by your broker or other nominee.
Shares of common stock for the accounts of Company employees who participate in the ISP and the Stock Unit Plan are held of record and are voted by the respective trustees of these plans. This card provides instructions to plan trustees for voting plan shares. To allow sufficient time for the trustees to tabulate the vote of plan shares, you must vote by telephone or online or return this proxy so that it is received by 5:00 p.m. E.D.T. on May 14, 2018.
Please specify your choices by marking the appropriate boxes on the reverse side of this Proxy. The shares represented by this Proxy will be voted as you designate on the reverse side. IF NO DESIGNATION IS MADE, THE SHARES WILL BE VOTED AS THE BOARD OF DIRECTORS RECOMMENDS: "FOR" THE ELECTION OF DIRECTOR NOMINEES NAMED IN ITEM 1, AND "FOR" ITEMS 2 AND 3. Please sign, date, and return this Proxy, or vote by telephone or through the Internet.
Address change/comments:
(If you noted any Address Changes and/or Comments above, please mark the corresponding box on the reverse side.)
Continued and to be signed on reverse side 
(If you noted any Address Changes and/or Comments above, please mark

*** Exercise Your Right to Vote ***
Important Notice Regarding the corresponding boxAvailability of Proxy Materials for the
Shareholder Meeting to Be Held on May 16, 2018.

THE HARTFORD FINANCIAL SERVICES GROUP, INC.Meeting Information
thehartford_logoa09.jpg
Meeting Type:Annual Meeting
For holders as of:March 19, 2018
Date: May 16, 2018
Time: 12:30 PM EDT
Location:   
The Hartford Financial Services Group, Inc.
Wallace Stevens Theater
One Hartford Plaza
Hartford, CT 06155
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
ONE HARTFORD PLAZA
MAILSTOP# H0-1-09 HARTFORD PLAZA
HARTFORD, CT 06155
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.


—Before You Vote—
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
Notice of 2018 Annual Meeting of Shareholders, Proxy Statement and 2017 Annual Report        
How to View Online:
Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX(located on the following
page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET:         www.proxyvote.com
2) BY TELEPHONE:    1-800-579-1639
3) BY E-MAIL*:            sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked
by the arrow XXXX XXXX XXXX XXXX(located on the following page) in the subject line. Requests, instructions
and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.
Please make requests for paper or e-mail copies using any of the methods above on or before May 2, 2018 to facilitate timely delivery.

— How To Vote —
Please Choose One of the reverse side.)Following Voting Methods
Continued and to be signed on reverse side
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet:  To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked
by the arrow ➔XXXX XXXX XXXX XXXX(located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


Voting Items
The Board of Directors recommends you vote
FOR all nominees for election as directors:
1.       Election of DirectorsThe Board of Directors recommends you vote FOR proposals 2 and 3.
1a.       Robert B. Allardice, III2.       Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2018
1b.Carlos Dominguez3.Management proposal to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement
1c.Trevor Fetter
1d.Stephen P. McGill
1e.Kathryn A. Mikells
1f.Michael G. Morris
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
1g.Thomas A. Renyi
1h.Julie G. Richardson
1i.Teresa W. Roseborough
1j.Virginia P. Ruesterholz
1k.Christopher J. Swift
1l.Greig Woodring