1. Ratification of the share repurchase program ending June 30, 2022 | |||||||||||||||||
Reduction of share capital On July 19, 2021, Chubb’s Board of Directors authorized a share repurchase program enabling Chubb to repurchase up to $5 billion of its Common Shares for cancellation purposes through June 30, 2022. By obtaining shareholder ratification of this share repurchase program and dedicating the repurchased shares for future cancellation, the repurchased shares will not be subject to a Swiss law limitation on treasury shares relative to total share capital. The Board is also requesting shareholders approve a share capital reduction by cancelling the 14,465,400 shares repurchased during the first six months of 2021 under a prior share repurchase authorization and effecting a related amendment to Chubb’s Articles of Association. The Board of Directors recommends that you vote your shares “FOR” the above proposals. Chubb’s share repurchase program is an effective tool to deliver returns to shareholders and reflects our strong confidence in both our near- and longer-term earnings power and growth momentum. Approval of both proposals will ensure that we continue to maintain the flexibility to utilize repurchasing our Common Shares, at management’s discretion, as a means to efficiently manage capital and deliver significant value to our shareholders. The Board of Directors has fixed the close of business on September 10, 2021 as the record date for determining Chubb shareholders entitled to vote at the meeting, except as provided in “Who is entitled to vote?” in the proxy statement. Due to the coronavirus (COVID-19) pandemic and in accordance with COVID-19 regulations issued by the Swiss government, in-person attendance at the Extraordinary General Meeting by shareholders is not permitted, and shareholders may only exercise their voting rights by providing proxy voting instructions in advance of the meeting. See “Information About the Extraordinary General Meeting and Voting” in the proxy statement for further information. Your vote is important. Please vote as promptly as possible by following the instructions in the proxy statement or on your proxy card. If you later desire to revoke or change your proxy for any reason, you may do so in the manner described in the proxy statement. For further information concerning the agenda items being voted on, use of the proxy or related matters, you are urged to read the proxy statement. By Order of the Board of Directors, Joseph F. Wayland Executive Vice President, General Counsel and Secretary Zurich, Switzerland |
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Who is entitled to vote? September 10, 2021 is the record date for the Extraordinary General Meeting. On that date, we had 431,570,923 Common Shares outstanding. Our Common Shares, par value of CHF 24.15 per share, are our only class of voting stock. Beneficial owners of shares held in “street name” and shareholders of record with voting rights at the close of business on September 10, 2021 are entitled to vote at the Extraordinary General Meeting, except as provided below. 1 | |||||||||||
| | | | | | | | | | | | | Current Chartered Committee Membership | | ||||||||||||
| Nominee | | | Age | | | Director Since | | | Principal Occupation | | | Executive | | | Nominating & Governance | | | Audit | | | Compensation | | | Risk & Finance | |
| Evan G. Greenberg | | | 66 | | | 2002 | | | Chairman and Chief Executive Officer, Chubb Limited | | | Chair | | | | | | | | | | | | | |
| Michael P. Connors Lead Director | | | 65 | | | 2011 | | | Chairman and Chief Executive Officer, Information Services Group, Inc. | | | ● | | | ● | | | | | | Chair | | | | |
| Michael G. Atieh | | | 67 | | | 1991 | | | Retired Chief Financial and Business Officer, Ophthotech Corporation | | | | | | | | | | | | | | | ● | |
| Sheila P. Burke | | | 70 | | | 2016 | | | Faculty Research Fellow, John F. Kennedy School of Government, Harvard University | | | | | | | | | | | | | | | ● | |
| Mary Cirillo | | | 73 | | | 2006 | | | Retired Executive Vice President and Managing Director, Deutsche Bank | | | ● | | | Chair | | | | | | ● | | | | |
| Robert J. Hugin | | | 66 | | | 2020 | | | Former Chairman and Chief Executive Officer, Celgene Corporation | | | | | | | | | ● | | | | | | | |
| Robert W. Scully | | | 71 | | | 2014 | | | Retired Co-President, Morgan Stanley | | | ● | | | | | | Chair | | | | | | | |
| Eugene B. Shanks, Jr. | | | 74 | | | 2011 | | | Retired President, Bankers Trust Company | | | | | | | | | | | | | | | ● | |
| Theodore E. Shasta | | | 70 | | | 2010 | | | Retired Partner, Wellington Management Company | | | | | | | | | ● | | | | | | | |
| David H. Sidwell | | | 68 | | | 2014 | | | Retired Chief Financial Officer, Morgan Stanley | | | | | | | | | ● | | | | | | | |
| Olivier Steimer | | | 65 | | | 2008 | | | Former Chairman, Banque Cantonale Vaudoise | | | ● | | | | | | | | | | | | Chair | |
| Luis Téllez | | | 62 | | | New Nominee | | | Former Chairman and Chief Executive Officer, Mexican Stock Exchange | | | | | | | | | | | | | | | | |
| Frances F. Townsend | | | 59 | | | 2020 | | | Executive Vice President for Corporate Affairs, Activision Blizzard | | | | | | | | | | | | ● | | | ● | |
| Name and Principal Position | | | Salary | | | Bonus | | | Stock Awards | | | Option Awards | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | | All Other Compensation | | | Total | |
| Evan G. Greenberg Chairman and Chief Executive Officer | | | $1,400,000 | | | $5,700,000 | | | $10,125,070 | | | $1,917,286 | | | — | | | $1,185,811 | | | $20,328,167 | |
| Philip V. Bancroft Chief Financial Officer | | | $865,000 | | | $1,342,400 | | | $1,811,377 | | | $342,996 | | | — | | | $650,342 | | | $5,012,115 | |
| John W. Keogh President and Chief Operating Officer | | | $1,032,692 | | | $2,460,400 | | | $3,900,158 | | | $738,503 | | | — | | | $496,027 | | | $8,627,780 | |
| Paul J. Krump Vice Chairman, Global Underwriting and Claims | | | $895,385 | | | $1,567,500 | | | $2,137,566 | | | $404,760 | | | $1,034,364 | | | $399,314 | | | $6,438,889 | |
| John J. Lupica Vice Chairman; President, North America Insurance | | | $895,385 | | | $2,219,700 | | | $2,647,640 | | | $501,340 | | | — | | | $458,315 | | | $6,722,380 | |
| | | | 2020 | | | 2019 | |
| Audit fees1 | | | $25,048,000 | | | $26,163,000 | |
| Audit-related fees2 | | | 872,000 | | | 382,000 | |
| Tax fees3 | | | 2,269,000 | | | 1,856,000 | |
| All other fees4 | | | 257,000 | | | 333,000 | |
| Total | | | $28,446,000 | | | $28,734,000 | |
7 |
| Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants, and rights | | | Weighted-average exercise price of outstanding options, warrants, and rights | | | Number of securities remaining available for future issuance under equity compensation plans | |
| Equity compensation plans approved by security holders(1) | | | 11,478,183 | | | $125.09(3) | | | 8,978,256 | |
| Equity compensation plans not approved by security holders(2) | | | 29,099 | | | | | | | |
| Artikel 3 Aktienkapital | | | Article 3 Share Capital | |
| a) Das Aktienkapital der Gesellschaft beträgt CHF | | | a) The share capital of the Company amounts to CHF | |
| [b) bleibt unverändert.] | | | [b) remains unchanged.] | |
9 |
| Compensation For Calendar Year | | | Amount Approved | | | Total Compensation Paid | | | % of Approved Amount | |
| 2016 | | | $49 million | | | $43 million* | | | 88% | |
| 2017 | | | $44 million | | | $35.5 million | | | 81% | |
| 2018 | | | $41 million | | | $35.9 million | | | 88% | |
| 2019 | | | $43 million | | | $39 million | | | 91% | |
| 2020 | | | $43 million | | | $39 million | | | 91% | |
| 2021 | | | Shareholders approved $46 million in aggregate compensation | | | | |
| Name | | | Fees Earned or Paid in Cash | | | Stock Awards1 | | | All Other Compensation2 | | | Total | |
| Michael G. Atieh | | | $125,000 | | | $180,000 | | | $137,343 | | | $442,343 | |
| Sheila P. Burke | | | $125,000 | | | $180,000 | | | $42,431 | | | $347,431 | |
| James I. Cash | | | $125,000 | | | $180,000 | | | $50,290 | | | $355,290 | |
| Mary Cirillo3 | | | — | | | $325,000 | | | $65,320 | | | $390,320 | |
| Michael P. Connors | | | $187,500 | | | $180,000 | | | — | | | $367,500 | |
| John A. Edwardson4 | | | — | | | $305,000 | | | $40,000 | | | $345,000 | |
| Robert M. Hernandez5 | | | $43,750 | | | $67,500 | | | $106,445 | | | $217,695 | |
| Robert J. Hugin4 | | | — | | | $190,625 | | | $20,000 | | | $210,625 | |
| Kimberly A. Ross5 | | | $31,250 | | | $67,500 | | | $8,500 | | | $107,250 | |
| Robert W. Scully6 | | | — | | | $340,000 | | | $40,000 | | | $380,000 | |
| Eugene B. Shanks, Jr. | | | $125,000 | | | $180,000 | | | $40,000 | | | $345,000 | |
| Theodore E. Shasta | | | $125,000 | | | $180,000 | | | $28,268 | | | $333,268 | |
| David H. Sidwell | | | $125,000 | | | $180,000 | | | $20,000 | | | $325,000 | |
| Olivier Steimer | | | $148,750 | | | $180,000 | | | $50,979 | | | $379,729 | |
| Frances F. Townsend | | | $93,750 | | | $112,500 | | | $3,500 | | | $209,750 | |
| Name of Beneficial Owner | | | Common Shares Beneficially Owned | | | Common Shares Subject to Options1 | | | Restricted Common Shares2 | |
| Evan G. Greenberg3 4 10 11 | | | 769,323 | | | 819,566 | | | 210,039 | |
| Philip V. Bancroft4 10 11 | | | 201,819 | | | 109,668 | | | 30,285 | |
| John W. Keogh3 10 | | | 171,285 | | | 221,635 | | | 82,928 | |
| Paul J. Krump 10 11 12 | | | 41,010 | | | 33,822 | | | 37,078 | |
| John J. Lupica3 10 | | | 139,842 | | | 174,005 | | | 59,598 | |
| Michael G. Atieh5 6 7 | | | 18,951 | | | — | | | 1,721 | |
| Sheila P. Burke13 14 | | | 3,954 | | | — | | | 1,721 | |
| James I. Cash13 14 | | | 3,756 | | | — | | | 1,721 | |
| Mary Cirillo6 | | | 23,740 | | | — | | | 3,107 | |
| Michael P. Connors | | | 12,989 | | | — | | | 1,721 | |
| John A. Edwardson | | | 10,014 | | | — | | | 2,916 | |
| Robert J. Hugin8 | | | 10,335 | | | — | | | 2,916 | |
| Robert W. Scully9 | | | 40,364 | | | — | | | 3,251 | |
| Eugene B. Shanks, Jr. | | | 10,079 | | | — | | | 1,721 | |
| Theodore E. Shasta | | | 14,017 | | | — | | | 1,721 | |
| David H. Sidwell | | | 9,860 | | | — | | | 1,721 | |
| Olivier Steimer6 | | | 17,649 | | | — | | | 1,721 | |
| Luis Téllez | | | — | | | — | | | — | |
| Frances F. Townsend | | | — | | | — | | | 1,721 | |
| All directors, director nominees and SEC executive officers as a group (23 individuals) | | | 1,845,544 | | | 1,643,453 | | | 545,123 | |
Name of Beneficial Owner | | | Common Shares Beneficially Owned | | | Common Shares Subject to Options1 | | | Restricted Common Shares2 | |
Evan G. Greenberg3 4 10 11 | | | 768,573 | | | 702,661 | | | 163,646 | |
Philip V. Bancroft4 10 11 | | | 27,260 | | | 109,668 | | | 23,208 | |
John W. Keogh3 10 | | | 183,259 | | | 221,635 | | | 69,082 | |
Paul J. Krump10 11 12 | | | 47,491 | | | 1 | | | 29,988 | |
John J. Lupica3 10 | | | 149,020 | | | 163,865 | | | 59,142 | |
Michael G. Atieh5 6 7 | | | 16,449 | | | — | | | 1,083 | |
Sheila P. Burke13 14 | | | 5,244 | | | — | | | 1,083 | |
Mary Cirillo6 | | | 26,070 | | | — | | | 1,956 | |
Michael P. Connors | | | 14,279 | | | — | | | 1,083 | |
Robert J. Hugin8 | | | 13,251 | | | — | | | 1,836 | |
Robert W. Scully9 | | | 42,802 | | | — | | | 2,047 | |
Eugene B. Shanks, Jr. | | | 11,369 | | | — | | | 1,083 | |
Theodore E. Shasta | | | 15,017 | | | — | | | 1,083 | |
David H. Sidwell | | | 11,150 | | | — | | | 1,083 | |
Olivier Steimer6 | | | 19,251 | | | — | | | 1,083 | |
Luis Téllez | | | — | | | — | | | 1,083 | |
Frances F. Townsend | | | 1,290 | | | — | | | 1,083 | |
All directors and executive officers as a group (22 individuals)15 | | | 1,672,721 | | | 1,482,587 | | | 458,582 | |
| Name and Address of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percent of Class | |
| The Vanguard Group1 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | | 35,934,796 | | | 7.96% | |
| BlackRock, Inc.2 55 East 52nd Street New York, New York 10055 | | | 29,455,172 | | | 6.5% | |
| Wellington Management Group LLP3 c/o Wellington Management Company LLP 280 Congress Street Boston, Massachusetts 02210 | | | 27,670,712 | | | 6.13% | |
| T. Rowe Price Associates, Inc. 4 100 E. Pratt Street Baltimore, Maryland 21202 | | | 23,852,906 | | | 5.2% | |
| Capital International Investors5 333 South Hope Street, 55th Fl Los Angeles, CA 90071 | | | 23,360,900 | | | 5.2% | |
Name and Address of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percent of Class | |
The Vanguard Group1 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | | 35,934,796 | | | 7.96% | |
BlackRock, Inc.2 55 East 52nd Street New York, New York 10055 | | | 29,455,172 | | | 6.5% | |
Wellington Management Group LLP3 c/o Wellington Management Company LLP 280 Congress Street Boston, Massachusetts 02210 | | | 27,670,712 | | | 6.13% | |
T. Rowe Price Associates, Inc.4 100 E. Pratt Street Baltimore, Maryland 21202 | | | 23,852,906 | | | 5.2% | |
Capital International Investors5 333 South Hope Street, 55th Fl Los Angeles, CA 90071 | | | 23,360,900 | | | 5.2% | |
11 |
| Name and Title/Business Unit | | | Salary1 2 | | | Cash Bonus | | | Long-Term Incentive Equity Award | | | Total Direct Compensation | |
| Evan G. Greenberg Chairman and Chief Executive Officer | | | $1,400,000 | | | $5,700,000 | | | $13,500,000 | | | $20,600,000 | |
| Philip V. Bancroft Chief Financial Officer | | | $865,000 | | | $1,342,400 | | | $2,173,500 | | | $4,380,900 | |
| John W. Keogh President and Chief Operating Officer | | | $1,032,692 | | | $2,460,400 | | | $5,200,000 | | | $8,693,092 | |
| Paul J. Krump Vice Chairman, Global Underwriting and Claims | | | $895,385 | | | $1,567,500 | | | $2,850,000 | | | $5,312,885 | |
| John J. Lupica Vice Chairman; President, North America Insurance | | | $895,385 | | | $2,219,700 | | | $3,530,000 | | | $6,645,085 | |
| Name and Principal Position | | | Year | | | Salary | | | Bonus | | | Stock Awards1 | | | Option Awards2 | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings3 | | | All Other Compensation4 | | | Total | |
| Evan G. Greenberg Chairman and Chief Executive Officer | | | 2020 | | | $1,400,000 | | | $5,700,000 | | | $10,125,070 | | | $1,917,286 | | | — | | | $1,185,811 | | | $20,328,167 | |
| 2019 | | | $1,400,000 | | | $6,700,000 | | | $9,225,174 | | | $1,881,925 | | | — | | | $1,267,971 | | | $20,475,070 | | |||
| 2018 | | | $1,400,000 | | | $6,100,000 | | | $8,849,881 | | | $2,761,129 | | | — | | | $1,246,474 | | | $20,357,484 | | |||
| Philip V. Bancroft Chief Financial Officer | | | 2020 | | | $865,000 | | | $1,342,400 | | | $1,811,377 | | | $342,996 | | | — | | | $650,342 | | | $5,012,115 | |
| 2019 | | | $843,500 | | | $1,461,000 | | | $1,751,412 | | | $357,264 | | | — | | | $664,843 | | | $5,078,019 | | |||
| 2018 | | | $818,000 | | | $1,363,300 | | | $1,687,511 | | | $526,473 | | | — | | | $644,591 | | | $5,039,875 | | |||
| John W. Keogh President and Chief Operating Officer | | | 2020 | | | $1,032,692 | | | $2,460,400 | | | $3,900,158 | | | $738,503 | | | — | | | $496,027 | | | $8,627,780 | |
| 2019 | | | $975,000 | | | $2,802,000 | | | $3,207,976 | | | $654,389 | | | — | | | $465,666 | | | $8,105,031 | | |||
| 2018 | | | $963,462 | | | $2,505,000 | | | $3,001,466 | | | $936,436 | | | — | | | $452,934 | | | $7,859,298 | | |||
| Paul J. Krump Vice Chairman, Global Underwriting and Claims | | | 2020 | | | $895,385 | | | $1,567,500 | | | $2,137,566 | | | $404,760 | | | $1,034,364 | | | $399,314 | | | $6,438,889 | |
| 2019 | | | $876,538 | | | $1,900,000 | | | $2,282,995 | | | $363,698 | | | $2,151,740 | | | $63,146 | | | $7,638,117 | | |||
| 2018 | | | $859,231 | | | $1,743,000 | | | $1,690,515 | | | $527,410 | | | $1,310,110 | | | $73,054 | | | $6,203,320 | | |||
| John J. Lupica Vice Chairman; President, North America Insurance | | | 2020 | | | $895,385 | | | $2,219,700 | | | $2,647,640 | | | $501,340 | | | — | | | $458,315 | | | $6,722,380 | |
| 2019 | | | $876,538 | | | $2,212,700 | | | $2,687,775 | | | $497,272 | | | — | | | $417,140 | | | $6,691,425 | | |||
| 2018 | | | $854,615 | | | $1,913,400 | | | $2,297,704 | | | $716,874 | | | — | | | $425,751 | | | $6,208,344 | |
| | | 2020 | | | 2019 | | | 2018 | |
Evan G. Greenberg | | | $15,060,987 | | | $13,722,473 | | | $13,164,157 | |
Philip V. Bancroft | | | $2,517,795 | | | $2,434,436 | | | $2,345,633 | |
John W. Keogh | | | $5,573,284 | | | $4,584,200 | | | $4,289,096 | |
Paul J. Krump | | | $2,971,277 | | | $3,303,447 | | | $2,349,925 | |
John J. Lupica | | | $3,680,247 | | | $3,801,020 | | | $3,193,751 | |
| | | 2017 Grant Vested in 2020 | | | 2016 Grant Vested in 2020 | | | 2015 Grant Vested in 2019 | | | 2014 Grant Vested in 2018 | |
Evan G. Greenberg | | | $2,438,313 | | | $9,167,600 | | | $8,420,913 | | | $8,910,270 | |
Philip V. Bancroft | | | $413,324 | | | $1,645,540 | | | $1,022,835 | | | $1,042,122 | |
John W. Keogh | | | $791,141 | | | $3,558,806 | | | $2,458,648 | | | $2,486,384 | |
Paul J. Krump | | | $405,059 | | | $866,745 | | | — | | | — | |
John J. Lupica | | | $550,554 | | | $2,396,991 | | | $1,439,162 | | | $1,419,926 | |
|
| Name | | | Year | | | Housing Allowance | | | Private Jet Usage | | | Misc. Other Benefits1 | | | Retirement Plan Contribution | |
| Evan G. Greenberg | | | 2020 | | | — | | | $164,043 | | | $49,768 | | | $972,000 | |
| 2019 | | | — | | | $329,683 | | | $38,288 | | | $900,000 | | |||
| 2018 | | | — | | | $378,929 | | | $39,545 | | | $828,000 | | |||
| Philip V. Bancroft | | | 2020 | | | $259,259 | | | — | | | $111,963 | | | $279,120 | |
| 2019 | | | $264,000 | | | — | | | $136,027 | | | $264,816 | | |||
| 2018 | | | $264,000 | | | — | | | $130,271 | | | $250,320 | | |||
| John W. Keogh | | | 2020 | | | — | | | $230 | | | $35,634 | | | $460,163 | |
| 2019 | | | — | | | — | | | $48,066 | | | $417,600 | | |||
| 2018 | | | — | | | — | | | $49,318 | | | $403,615 | | |||
| Paul J. Krump | | | 2020 | | | — | | | — | | | $63,868 | | | $335,446 | |
| 2019 | | | — | | | — | | | $51,946 | | | $11,200 | | |||
| 2018 | | | — | | | $14,369 | | | $47,685 | | | $11,000 | | |||
| John J. Lupica | | | 2020 | | | — | | | — | | | $85,345 | | | $372,970 | |
| 2019 | | | — | | | $45 | | | $82,303 | | | $334,793 | | |||
| 2018 | | | — | | | $167 | | | $107,030 | | | $318,554 | |
| | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards; Number of Shares of Stock or Units3 | | | All Other Option Awards; Number of Securities Underlying Options4 | | | Exercise or Base Price of Option Award | | | Grant Date Fair Value of Equity Incentive Plan Awards5 | | |||
| Name | | | Grant Date1 | | | Target | | | Maximum | | ||||||||||||
| Evan G. Greenberg | | | February 25, 2021 | | | 61,386 | | | 101,287 | | | — | | | | | | | | | $10,125,007 | |
| February 25, 2021 | | | | | | | | | | | | 81,839 | | | $164.94 | | | $2,996,944 | | |||
| February 27, 2020 | | | 50,588 | | | 83,470 | | | 16,863 | | | | | | | | | $10,125,070 | | |||
| February 27, 2020 | | | | | | | | | | | | 89,929 | | | $150.11 | | | $1,917,286 | | |||
| Philip V. Bancroft | | | February 25, 2021 | | | 7,413 | | | 12,231 | | | 2,471 | | | | | | | | | $1,630,267 | |
| February 25, 2021 | | | | | | | | | | | | 13,176 | | | $164.94 | | | $482,505 | | |||
| February 27, 2020 | | | 7,240 | | | 11,946 | | | 4,827 | | | | | | | | | $1,811,377 | | |||
| February 27, 2020 | | | | | | | | | | | | 16,088 | | | $150.11 | | | $342,996 | | |||
| John W. Keogh | | | February 25, 2021 | | | 23,645 | | | 39,014 | | | — | | | | | | | | | $3,900,006 | |
| February 25, 2021 | | | | | | | | | | | | 31,523 | | | $164.94 | | | $1,154,372 | | |||
| February 27, 2020 | | | 17,148 | | | 28,294 | | | 8,834 | | | | | | | | | $3,900,158 | | |||
| February 27, 2020 | | | | | | | | | | | | 34,639 | | | $150.11 | | | $738,503 | | |||
| Paul J. Krump | | | February 25, 2021 | | | 9,720 | | | 16,038 | | | 3,240 | | | | | | | | | $2,137,622 | |
| February 25, 2021 | | | | | | | | | | | | 17,277 | | | $164.94 | | | $632,684 | | |||
| February 27, 2020 | | | 8,544 | | | 14,098 | | | 5,696 | | | | | | | | | $2,137,566 | | |||
| February 27, 2020 | | | | | | | | | | | | 18,985 | | | $150.11 | | | $404,760 | | |||
| John J. Lupica | | | February 25, 2021 | | | 16,052 | | | 26,486 | | | — | | | | | | | | | $2,647,617 | |
| February 25, 2021 | | | | | | | | | | | | 21,400 | | | $164.94 | | | $783,668 | | |||
| February 27, 2020 | | | 10,583 | | | 17,462 | | | 7,055 | | | | | | | | | $2,647,640 | | |||
| February 27, 2020 | | | | | | | | | | | | 23,515 | | | $150.11 | | | $501,340 | |
| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||
| Name | | | Number of Securities Underlying Unexercised Options Exercisable | | | Number of Securities Underlying Unexercised Options Unexercisable | | | Option Exercise Price | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested | | | Market Value of Shares or Units of Stock That Have Not Vested1 | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested1 | |
| Evan G. Greenberg | | | 116,905 | | | — | | | $73.35 | | | 02/23/2022 | | | | | | | | | | | | | |
| 143,459 | | | — | | | $85.39 | | | 02/28/2023 | | | | | | | | | | | | | | |||
| 98,181 | | | — | | | $96.76 | | | 02/27/2024 | | | | | | | | | | | | | | |||
| 102,787 | | | — | | | $114.78 | | | 02/26/2025 | | | | | | | | | | | | | | |||
| 99,662 | | | — | | | $118.39 | | | 02/25/2026 | | | | | | | | | | | | | | |||
| 84,892 | | | — | | | $139.01 | | | 02/23/2027 | | | | | | | | | | | | | | |||
| 54,981 | | | 27,490 | | | $143.07 | | | 02/22/2028 | | | | | | | | | | | | | | |||
| 30,616 | | | 61,230 | | | $133.90 | | | 02/28/2029 | | | | | | | | | | | | | | |||
| — | | | 89,929 | | | $150.11 | | | 02/27/2030 | | | 41,492 | | | $6,386,449 | | | 148,653 | | | $22,880,670 | | |||
| Philip V. Bancroft | | | 1,596 | | | — | | | $62.64 | | | 02/24/2021 | | | | | | | | | | | | | |
| 1,363 | | | — | | | $73.35 | | | 02/23/2022 | | | | | | | | | | | | | | |||
| 1,171 | | | — | | | $85.39 | | | 02/28/2023 | | | | | | | | | | | | | | |||
| 17,225 | | | — | | | $96.76 | | | 02/27/2024 | | | | | | | | | | | | | | |||
| 18,728 | | | — | | | $114.78 | | | 02/26/2025 | | | | | | | | | | | | | | |||
| 20,481 | | | — | | | $118.39 | | | 02/25/2026 | | | | | | | | | | | | | | |||
| 17,986 | | | — | | | $139.01 | | | 02/23/2027 | | | | | | | | | | | | | | |||
| 10,484 | | | 5,241 | | | $143.07 | | | 02/22/2028 | | | | | | | | | | | | | | |||
| 5,813 | | | 11,623 | | | $133.90 | | | 02/28/2029 | | | | | | | | | | | | | | |||
| — | | | 16,088 | | | $150.11 | | | 02/27/2030 | | | 12,459 | | | $1,917,689 | | | 22,165 | | | $3,411,637 | | |||
| John W. Keogh | | | 29,665 | | | — | | | $85.39 | | | 02/28/2023 | | | | | | | | | | | | | |
| 31,134 | | | — | | | $96.76 | | | 02/27/2024 | | | | | | | | | | | | | | |||
| 34,103 | | | — | | | $114.78 | | | 02/26/2025 | | | | | | | | | | | | | | |||
| 34,628 | | | — | | | $118.39 | | | 02/25/2026 | | | | | | | | | | | | | | |||
| 31,295 | | | — | | | $139.01 | | | 02/23/2027 | | | | | | | | | | | | | | |||
| 18,648 | | | 9,322 | | | $143.07 | | | 02/22/2028 | | | | | | | | | | | | | | |||
| 10,646 | | | 21,291 | | | $133.90 | | | 02/28/2029 | | | | | | | | | | | | | | |||
| — | | | 34,639 | | | $150.11 | | | 02/27/2030 | | | 20,503 | | | $3,155,822 | | | 46,806 | | | $7,204,380 | | |||
| Paul J. Krump | | | 5,157 | | | — | | | $139.01 | | | 02/23/2027 | | | | | | | | | | | | | |
| 5,251 | | | 5,251 | | | $143.07 | | | 02/22/2028 | | | | | | | | | | | | | | |||
| 5,917 | | | 11,833 | | | $133.90 | | | 02/28/2029 | | | | | | | | | | | | | | |||
| — | | | 18,985 | | | $150.11 | | | 02/27/2030 | | | 13,374 | | | $2,058,526 | | | 27,358 | | | $4,210,943 | | |||
| John J. Lupica | | | 4,337 | | | — | | | $63.42 | | | 08/11/2021 | | | | | | | | | | | | | |
| 11,503 | | | — | | | $73.35 | | | 02/23/2022 | | | | | | | | | | | | | | |||
| 18,053 | | | — | | | $85.39 | | | 02/28/2023 | | | | | | | | | | | | | | |||
| 23,469 | | | — | | | $96.76 | | | 02/27/2024 | | | | | | | | | | | | | | |||
| 26,350 | | | — | | | $114.78 | | | 02/26/2025 | | | | | | | | | | | | | | |||
| 26,605 | | | — | | | $118.39 | | | 02/25/2026 | | | | | | | | | | | | | | |||
| 23,957 | | | — | | | $139.01 | | | 02/23/2027 | | | | | | | | | | | | | | |||
| 14,276 | | | 7,136 | | | $143.07 | | | 02/22/2028 | | | | | | | | | | | | | | |||
| 8,091 | | | 16,178 | | | $133.90 | | | 02/28/2029 | | | | | | | | | | | | | | |||
| — | | | 23,515 | | | $150.11 | | | 02/27/2030 | | | 17,523 | | | $2,697,140 | | | 33,010 | | | $5,080,899 | |
| Name | | | Vest Date | | | Number of Securities Underlying Unexercised Options Unexercisable | | | Number of Shares or Units of Stock That Have Not Vested | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 | |
| Evan G. Greenberg | | | 2/22/2021 | | | 27,490 | | | 3,866 | | | 46,393 | |
| 2/23/2021 | | | — | | | 3,979 | | | — | | |||
| 2/27/2021 | | | 29,977 | | | 4,216 | | | — | | |||
| 2/28/2021 | | | 30,616 | | | 4,306 | | | — | | |||
| 2/22/2022 | | | — | | | 3,866 | | | — | | |||
| 2/27/2022 | | | 29,977 | | | 4,216 | | | — | | |||
| 2/28/2022 | | | 30,614 | | | 4,306 | | | 51,672 | | |||
| 2/27/2023 | | | 29,975 | | | 4,216 | | | 50,588 | | |||
| 2/28/2023 | | | — | | | 4,306 | | | — | | |||
| 2/27/2024 | | | — | | | 4,215 | | | — | | |||
| Philip V. Bancroft | | | 2/22/2021 | | | 5,241 | | | 1,180 | | | 7,077 | |
| 2/23/2021 | | | — | | | 1,350 | | | — | | |||
| 2/27/2021 | | | 5,364 | | | 1,207 | | | — | | |||
| 2/28/2021 | | | 5,812 | | | 1,308 | | | — | | |||
| 2/22/2022 | | | — | | | 1,178 | | | — | | |||
| 2/27/2022 | | | 5,363 | | | 1,207 | | | — | | |||
| 2/28/2022 | | | 5,811 | | | 1,308 | | | 7,848 | | |||
| 2/27/2023 | | | 5,361 | | | 1,207 | | | 7,240 | | |||
| 2/28/2023 | | | — | | | 1,308 | | | — | | |||
| 2/27/2024 | | | — | | | 1,206 | | | — | | |||
| John W. Keogh | | | 2/22/2021 | | | 9,322 | | | 1,783 | | | 13,846 | |
| 2/23/2021 | | | — | | | 1,996 | | | — | | |||
| 2/27/2021 | | | 11,548 | | | 2,210 | | | — | | |||
| 2/28/2021 | | | 10,646 | | | 2,037 | | | — | | |||
| 2/22/2022 | | | — | | | 1,782 | | | — | | |||
| 2/27/2022 | | | 11,546 | | | 2,209 | | | — | | |||
| 2/28/2022 | | | 10,645 | | | 2,036 | | | 15,812 | | |||
| 2/27/2023 | | | 11,545 | | | 2,208 | | | 17,148 | | |||
| 2/28/2023 | | | — | | | 2,035 | | | — | | |||
| 2/27/2024 | | | — | | | 2,207 | | | — | | |||
| Paul J. Krump | | | 2/22/2021 | | | 5,251 | | | 1,181 | | | 7,090 | |
| 2/23/2021 | | | — | | | 1,322 | | | — | | |||
| 2/27/2021 | | | 6,329 | | | 1,424 | | | — | | |||
| 2/28/2021 | | | 5,917 | | | 1,332 | | | — | | |||
| 2/22/2022 | | | — | | | 1,181 | | | — | | |||
| 2/27/2022 | | | 6,328 | | | 1,424 | | | — | | |||
| 2/28/2022 | | | 5,916 | | | 1,331 | | | 11,724 | | |||
| 2/27/2023 | | | 6,328 | | | 1,424 | | | 8,544 | | |||
| 2/28/2023 | | | — | | | 1,331 | | | — | | |||
| 2/27/2024 | | | — | | | 1,424 | | | — | |
| Name | | | Vest Date | | | Number of Securities Underlying Unexercised Options Unexercisable | | | Number of Shares or Units of Stock That Have Not Vested | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 | |
| John J. Lupica | | | 2/22/2021 | | | 7,136 | | | 1,605 | | | 9,636 | |
| 2/23/2021 | | | — | | | 1,797 | | | — | | |||
| 2/27/2021 | | | 7,839 | | | 1,764 | | | — | | |||
| 2/28/2021 | | | 8,089 | | | 1,821 | | | — | | |||
| 2/22/2022 | | | — | | | 1,605 | | | — | | |||
| 2/27/2022 | | | 7,838 | | | 1,764 | | | — | | |||
| 2/28/2022 | | | 8,089 | | | 1,820 | | | 12,791 | | |||
| 2/27/2023 | | | 7,838 | | | 1,764 | | | 10,583 | | |||
| 2/28/2023 | | | — | | | 1,820 | | | — | | |||
| 2/27/2024 | | | — | | | 1,763 | | | — | |
| | | | Option Awards | | | Stock Awards | | ||||||
| Name | | | Number of Shares Acquired on Exercise | | | Value Realized on Exercise1 | | | Number of Shares Acquired on Vesting2 | | | Value Realized on Vesting3 | |
| Evan G. Greenberg | | | 134,100 | | | $11,562,308 | | | 226,124 | | | $23,998,584 | |
| Philip V. Bancroft | | | 1,985 | | | $226,032 | | | 38,060 | | | $4,201,535 | |
| John W. Keogh | | | 23,432 | | | $1,867,286 | | | 88,172 | | | $9,438,894 | |
| Paul J. Krump | | | 719 | | | $6,140 | | | 26,355 | | | $2,900,824 | |
| John J. Lupica | | | 7,640 | | | $552,353 | | | 53,260 | | | $5,860,190 | |
| Name | | | Plan Name | | | Number of Years Credited Service | | | Present Value of Accumulated Benefit1 2 | | | Payments During Last Fiscal Year | |
| Paul J. Krump | | | Chubb Corp. Pension Plan | | | 37 | | | $2,721,815 | | | — | |
| Chubb Corp. Pension Excess Benefit Plan | | | 37 | | | $18,018,474 | | | — | |
| | | | Executive Contributions in Last FY | | | Registrant Contributions in Last FY1 | | | Aggregate Earnings in Last FY2 | | | Aggregate Withdrawals/ Distributions | | | Aggregate Balance at Last FYE3 | |
| Evan G. Greenberg | | | $790,500 | | | $943,200 | | | $(610,761) | | | $(7,772,428) | | | $10,392,170 | |
| Philip V. Bancroft | | | $213,100 | | | $250,320 | | | $2,527,916 | | | — | | | $8,791,693 | |
| John W. Keogh | | | $363,969 | | | $425,963 | | | $2,196,404 | | | — | | | $12,175,640 | |
| Paul J. Krump4 | | | $260,039 | | | $301,246 | | | $265,543 | | | — | | | $5,295,205 | |
| John J. Lupica | | | $291,309 | | | $338,770 | | | $3,694,812 | | | — | | | $18,136,149 | |
Name | | | CCAP Excess Benefit Plan Earnings | | | Deferred Compensation Earnings | | | Appreciation and Dividends on Deferred RSUs | | | ESOP Excess Benefit Plan Earnings | | | Total | |
Paul J. Krump | | | $2,975 | | | $211,617 | | | $31,032 | | | $19,919 | | | $265,543 | |
| Name | | | Cash Severance | | | Medical Continuation1 | | | Retirement Plan Continuation | | | Value of Accelerated & Continued Equity and Performance Awards2 | |
| Evan G. Greenberg | | | | | | | | | | | | | |
| Separation without cause | | | $15,133,333 | | | $21,301 | | | — | | | $21,272,650 | |
| Change in control | | | — | | | — | | | — | | | $31,133,840 | |
| Separation for cause | | | — | | | — | | | — | | | — | |
| Retirement | | | — | | | — | | | — | | | — | |
| Death or disability | | | — | | | — | | | — | | | $31,133,840 | |
| Philip V. Bancroft | | | | | | | | | | | | | |
| Separation without cause | | | $4,517,800 | | | $83,700 | | | — | | | $3,972,636 | |
| Change in control | | | — | | | — | | | — | | | $5,680,179 | |
| Separation for cause | | | — | | | — | | | — | | | — | |
| Retirement | | | — | | | — | | | — | | | — | |
| Death or disability | | | — | | | — | | | — | | | $5,680,179 | |
| John W. Keogh | | | | | | | | | | | | | |
| Separation without cause | | | $7,278,267 | | | $30,075 | | | — | | | $7,343,375 | |
| Change in control | | | — | | | — | | | — | | | $11,019,566 | |
| Separation for cause | | | — | | | — | | | — | | | — | |
| Retirement | | | — | | | — | | | — | | | — | |
| Death or disability | | | — | | | — | | | — | | | $11,019,566 | |
| Paul J. Krump | | | | | | | | | | | | | |
| Separation without cause | | | — | | | — | | | — | | | — | |
| Change in control | | | — | | | — | | | — | | | $6,635,372 | |
| Separation for cause | | | — | | | — | | | — | | | — | |
| Retirement | | | — | | | — | | | — | | | — | |
| Death or disability | | | — | | | — | | | — | | | $6,635,372 | |
| John J. Lupica | | | | | | | | | | | | | |
| Separation without cause | | | $6,030,533 | | | $32,389 | | | — | | | $5,787,133 | |
| Change in control | | | — | | | — | | | — | | | $8,268,940 | |
| Separation for cause | | | — | | | — | | | — | | | — | |
| Retirement | | | — | | | — | | | — | | | — | |
| Death or disability | | | — | | | — | | | — | | | $8,268,940 | |
(in millions of U.S. dollars, except share and per share data) | | | Full Year 2020 | | | Full Year 2019 | | | % Change | |
Net income, as reported | | | $3,533 | | | $4,454 | | | (20.7)% | |
Amortization of fair value adjustment of acquired invested assets and long-term debt, pre-tax | | | (95) | | | (140) | | | | |
Tax benefit on amortization adjustment | | | 17 | | | 26 | | | | |
Chubb integration expenses, pre-tax | | | — | | | (23) | | | | |
Tax benefit on Chubb integration expenses | | | — | | | 4 | | | | |
Adjusted realized gains (losses), pre-tax1 | | | (499) | | | (522) | | | | |
Net realized gains (losses) related to unconsolidated entities, pre-tax2 | | | 821 | | | 483 | | | | |
Tax (expense) benefit on adjusted net realized gains (losses) | | | (24) | | | (15) | | | | |
Core operating income | | | $3,313 | | | $4,641 | | | (28.6)% | |
Denominator | | | 453,441,512 | | | 458,914,663 | | | | |
Diluted earnings per share | | | | | | | | | | |
Net income | | | $7.79 | | | $9.71 | | | (19.8)% | |
Amortization of fair value adjustment of acquired invested assets and long-term debt, net of tax | | | (0.17) | | | (0.25) | | | | |
Chubb integration expenses, net of tax | | | — | | | (0.04) | | | | |
Adjusted net realized gains (losses), net of tax | | | 0.65 | | | (0.11) | | | | |
Core operating income | | | $7.31 | | | $10.11 | | | (27.7)% | |
|
(in millions of U.S. dollars, except ratios) | | | Full Year 2020 | | | Full Year 2019 | |
Net income | | | $3,533 | | | $4,454 | |
Core operating income | | | $3,313 | | | $4,641 | |
Equity-beginning of period, as reported1 | | | $55,259 | | | $50,300 | |
Less: unrealized gains (losses) on investments, net of deferred tax | | | 2,543 | | | (545) | |
Equity-beginning of period, as adjusted | | | $52,716 | | | $50,845 | |
Equity-end of period, as reported | | | $59,441 | | | $55,331 | |
Less: unrealized gains (losses) on investments, net of deferred tax | | | 4,673 | | | 2,543 | |
Equity-end of period, as adjusted | | | $54,768 | | | $52,788 | |
Weighted average equity, as reported | | | $57,350 | | | $52,816 | |
Weighted average equity, as adjusted | | | $53,742 | | | $51,817 | |
ROE | | | 6.2% | | | 8.4% | |
Core operating ROE | | | 6.2% | | | 9.0% | |
|
| | | Full Year 2020 | | | Full Year 2019 | |
Combined ratio | | | 96.1% | | | 90.6% | |
Add: impact of gains and losses on crop derivatives | | | 0.0% | | | 0.0% | |
P&C combined ratio | | | 96.1% | | | 90.6% | |
Less: Catastrophe losses | | | 10.6% | | | 4.1% | |
Less: Prior period development | | | (1.2)% | | | (2.7)% | |
CAY P&C combined ratio excluding CATs | | | 86.7% | | | 89.2% | |
(in millions of U.S. dollars, except share and per share data) | | | December 31, 2020 | | | December 31, 2019 | | | % Change | |
Shareholders’ equity | | | $59,441 | | | $55,331 | | | | |
Less: goodwill and other intangible assets, net of tax | | | 19,916 | | | 20,012 | | | | |
Numerator for tangible book value per share | | | $39,525 | | | $35,319 | | | | |
Denominator: shares outstanding | | | 450,732,625 | | | 451,971,567 | | | | |
Book value per common share | | | $131.88 | | | $122.42 | | | 7.7% | |
Tangible book value per common share | | | $87.69 | | | $78.14 | | | 12.2% | |